SEC FORM 4

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^*

Gibbons Peter

(Last)

(First)

(Middle)

LUXFER HOLDINGS PLC

LUMNS LANE

(Street)

MANCHESTER

M27 8LN

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LUXFER HOLDINGS PLC [ LXFR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	03/13/2024		M		618	A	⁽¹⁾	17,299⁽²⁾	D
Ordinary Shares	03/13/2024		F		254	D	$10.17	17,045	D
Ordinary Shares	03/13/2024		M		483	A	⁽¹⁾	17,528	D
Ordinary Shares	03/13/2024		F		199	D	$10.17	17,329	D
Ordinary Shares	03/14/2024		M		431	A	⁽¹⁾	17,760	D
Ordinary Shares	03/14/2024		F		177	D	$10.26	17,583	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	03/13/2024		M			618	⁽³⁾	⁽³⁾	Ordinary Shares	618	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	03/13/2024		M			483	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	483	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	03/14/2024		M			431	⁽⁵⁾	⁽⁵⁾	Ordinary Shares	431	⁽¹⁾	868⁽⁶⁾	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 above figure includes 1,439 Ordinary Shares acquired pursuant to dividend reinvestment transactions, including 486 Ordinary Shares acquired since the Reporting Person's last reportable transaction pursuant to the dividend reinvestment feature of the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan.

3. The Restricted Stock Units fully vested on March 13, 2024. The above figure includes 83 additional Restricted Stock Units accrued related to dividend reinvestment rights.

4. Represents the grant and vesting of performance-based Restricted Stock Units (at 50% target) awarded on March 13, 2020. One half of the performance-based Restricted Stock Units were granted and vested on March 13, 2023 upon the achievement of relative Total Shareholder Return (TSR) goals for the performance period ended December 31, 2022. The remaining balance was granted and vested on March 13, 2024.

5. The remaining Restricted Stock Units vest in two equal annual installments on March 14, 2025 and March 14, 2026. The above figure includes 31 additional Restricted Stock Units accrued related to dividend reinvestment rights.

6. The above figure includes 68 additional Restricted Stock Units accrued related to dividend reinvestment rights.

Remarks:

Vice President and General Manager, Luxfer Graphic Arts

	/s/ Megan E. Glise under Power of Attorney for Peter Gibbons	03/15/2024
	** 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.
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