Statement of Changes in Beneficial Ownership (4)
19 Oktober 2021 - 11:36PM
Edgar (US Regulatory)
FORM 4
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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).
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
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1. Name and Address of Reporting Person
*
Lewis Cheryl |
2. Issuer Name and Ticker or Trading Symbol
REGAL REXNORD CORP
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RRX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President, CHRO* |
(Last)
(First)
(Middle)
200 STATE STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/15/2021 |
(Street)
BELOIT, WI 53511
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/15/2021 | | A | | 6.18 (1) | A | $144.25 | 3537.18 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Stock Appreciation Rights | $77.18 (3) | | | | | | | 3/2/2021 (4) | 3/2/2030 | Common Stock | 5045.0 (3) | | 5045 | D | |
Stock Appreciation Rights | $133.77 (3) | | | | | | | 2/23/2022 (4) | 2/23/2031 | Common Stock | 2975.0 (3) | | 2975 | D | |
Explanation of Responses: |
(1) | Represents additional restricted stock units credited to the reporting person under the dividend equivalent reinvestment provision of the reporting person's outstanding restricted stock unit awards as a result of a quarterly dividend payment. The additional restricted stock units resulting from the dividend equivalent reinvestment are subject to the same terms and conditions, including vesting, as the outstanding restricted stock unit awards to which they are attributable. |
(2) | The number of shares of common stock subject to the reporting person's restricted stock unit awards was increased by 130 shares to preserve the intrinsic value of such awards following the payment of a special dividend that took place in connection with the transactions ("Transactions") set forth in that certain Agreement and Plan of Merger, dated as of February 15, 2021, by and among Regal Beloit Corporation, Rexnord Corporation, Land Newco, Inc., and Phoenix 2021, Inc. The total number of shares beneficially owned by the reporting person has been updated to reflect the adjustment. |
(3) | The number of shares of common stock subject to the reporting person's stock appreciation rights awards was increased, and the per share strike price of such awards was decreased, to preserve the intrinsic value of such awards following the payment of a special dividend that took place in connection with the Transactions. The total number of shares subject to, and the per share strike price of, such awards, has been updated to reflect the adjustment. |
(4) | Granted as stock-settled stock appreciation rights under the 2018 Equity Incentive Plan. The stock appreciation rights vest and become exercisable 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. |
Remarks: *Chief Human Resources Officer |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lewis Cheryl 200 STATE STREET BELOIT, WI 53511 |
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| Vice President, CHRO* |
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Signatures
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/s/ Thomas E. Valentyn, as Power of Attorney | | 10/19/2021 |
**Signature of Reporting Person | Date |
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