Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Portsmouth Robert L	2. Issuer Name and Ticker or Trading Symbol Venator Materials PLC [ VNTR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) See Remarks
(Last)          (First)          (Middle) 10001 WOODLOCH FOREST DRIVE, SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 2/11/2020
(Street) THE WOODLANDS, TX 77380 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$3.16	2/11/2020		A		53808		(1)	2/11/2030	Ordinary Shares	53808	$0	53808	D
Restricted Stock Units	(2)	2/11/2020		A		52419		(3)	(3)	Ordinary Shares	52419	$0	52419	D

Explanation of Responses:
(1)	These options granted under the Venator 2017 Stock Incentive Plan vest in three equal annual installments beginning February 11, 2021.
(2)	Each share unit represents a right to receive one ordinary share or, at issuer's election, the cash value thereof.
(3)	These restricted stock units granted under the Venator 2017 Stock Incentive Plan vest in three equal annual installments beginning February 11, 2021.

Remarks: Senior Vice President, EHS, Innovation and Technology

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Portsmouth Robert L 10001 WOODLOCH FOREST DRIVE, SUITE 600 THE WOODLANDS, TX 77380			See Remarks

Signatures
/s/ Robert L. Portsmouth, by Sean Pettey, as Attorney-in-Fact		2/13/2020
**Signature of Reporting Person		Date