SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol LUXFER HOLDINGS PLC [ LXFR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/06/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
Ordinary Shares | 06/06/2022 | M | 6,201 | A | (1) | 265,751 | D | |||
Ordinary Shares | 06/06/2022 | M | 7,560 | A | (1) | 273,311 | D | |||
Ordinary Shares | 06/06/2022 | M | 5,842 | A | (1) | 279,153 | D | |||
Ordinary Shares | 06/06/2022 | M | 4,770 | A | (1) | 283,923 | D | |||
Ordinary Shares | 06/06/2022 | M | 8,948 | A | (1) | 292,871 | D | |||
Ordinary Shares | 06/06/2022 | M | 15,142 | A | (1) | 308,013 | D | |||
Ordinary Shares | 06/06/2022 | M | 9,600 | A | (1) | 317,613 | D | |||
Ordinary Shares | 06/06/2022 | F | 29,312 | D | $16.34 | 288,301 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Restricted Stock Units | (1) | 06/06/2022 | M | 6,201 | (2) | (2) | Ordinary Shares | 6,201 | (1) | 12,000(2) | D | ||||
Restricted Stock Units | (1) | 06/06/2022 | M | 7,560 | (3) | (3) | Ordinary Shares | 7,560 | (1) | 22,500(3) | D | ||||
Restricted Stock Units | (1) | 06/06/2022 | M | 5,842 | (4) | (4) | Ordinary Shares | 5,842 | (1) | 0 | D | ||||
Restricted Stock Units | (1) | 06/06/2022 | M | 4,770 | (5) | (5) | Ordinary Shares | 4,770 | (1) | 0 | D | ||||
Restricted Stock Units | (1) | 06/06/2022 | M | 8,948 | (6) | (6) | Ordinary Shares | 8,948 | (1) | 8,350(6) | D | ||||
Restricted Stock Units | (1) | 06/06/2022 | M | 15,142 | (7) | (7) | Ordinary Shares | 15,142 | (1) | 0 | D | ||||
Restricted Stock Units | (1) | 06/06/2022 | M | 9,600 | (8) | (8) | Ordinary Shares | 9,600 | (1) | 19,200(8) | D |
Explanation of Responses: |
1. Restricted Stock Units convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share. |
2. The remaining Restricted Stock Units would normally vest in three equal annual installments on March 15, 2023, 2024, and 2025. In accordance with the Reporting Person's employment contract and arrangements made with respect to the Reporting Person's termination of employment with the Issuer, the remaining Restricted Stock Units will be forfeited and lapse. The amount above includes 201 additional Restricted Stock Units accrued through June 6, 2022 related to dividend reinvestment rights. |
3. The Restricted Stock Units would normally vest in four equal annual installments beginning on March 14, 2023. In accordance with the Reporting Person's employment contract and arrangements made with respect to the Reporting Person's termination of employment with the Issuer, the remaining Restricted Stock Units will be forfeited and lapse. The amount above includes 60 Restricted Stock Units accrued through June 6, 2022 related to dividend reinvestment rights. |
4. The remaining Restricted Stock Units would normally vest on March 14, 2023. In accordance with the Reporting Person's employment contract and arrangements made with respect to the Reporting Person's termination of employment with the Issuer, the Restricted Stock Units are fully vested. The amount above includes 542 additional Restricted Stock Units accrued through June 6, 2022 related to dividend reinvestment rights. |
5. Represents the vesting of the remaining performance-based Restricted Stock Units (at 50% target) awarded on March 14, 2019. The performance-based Restricted Stock Units vested upon the achievement of relative Total Shareholder Return (TSR) goals for the three-year performance period ended December 31, 2021. The performance-based Restricted Stock Units would normally vest on March 14, 2023 but fully vested on June 6, 2022 in accordance with the Reporting Person's employment contract and arrangements made with respect to the Reporting Person's termination of employment with the Issuer. |
6. The remaining Restricted Stock Units would normally vest in two equal annual installments on March 14, 2023 and March 14, 2024. In accordance with the Reporting Person's employment contract and arrangements made with respect to the Reporting Person's termination of employment with the Issuer, the remaining Restricted Stock Units will be forfeited and lapse. The amount above includes 598 additional Restricted Stock Units accrued through June 6, 2022 related to dividend reinvestment rights. |
7. Represents the vesting of performance-based Restricted Stock Units awarded on March 13, 2020. The performance-based Restricted Stock Units vested upon the achievement of relative Total Shareholder Return (TSR) goals for the pro-rated performance period in accordance with the Reporting Person's employment contract and arrangements made with respect to the Reporting Person's termination of employment with the Issuer. |
8. Represents the vesting of performance-based Restricted Stock Units awarded on March 15, 2021. The performance-based Restricted Stock Units vested upon the achievement of an adjusted diluted EPS performance metric for the performance period ended December 31, 2021. The performance-based Restricted Stock Units normally vest in three equal annual installments beginning on March 14, 2023. The remaining performance-based Restricted Stock Units will be forfeited and lapse in accordance with the Reporting Person's employment contract and arrangements made with respect to the Reporting Person's termination of employment with the Issuer. |
Remarks: |
The Reporting Person left employment with the Issuer, effective May 5, 2022, and is no longer serving as the Chief Executive Officer and a Director of the Issuer. This Form 4 is being filed as a voluntary exit Form 4, indicating that the Reporting Person is no longer subject to Section 16 reporting with respect to the the Issuer unless otherwise required by the Securities Exchange Act of 1934, as amended. |
/s/ Megan E. Glise under Power of Attorney for Alok Maskara | 06/08/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |