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*
Schlemmer Jonathan J

(Last) (First) (Middle)
200 STATE STREET

(Street)
BELOIT WI 53511

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REGAL BELOIT CORP [ RBC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2019
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)
Code V Amount (A) or (D) Price
Common Stock 05/08/2019 A 11,362(1) A $0 62,419 D
Common Stock 1,575(2) I Retirement Savings Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $81.81 05/08/2019 A 21,200 05/08/2021(3) 05/08/2029 Common Stock 21,200 $0 21,200 D
Stock Appreciation Rights $72.29 05/04/2013(4) 05/04/2021 Common Stock 16,500 16,500 D
Stock Appreciation Rights $63.56 05/03/2014(4) 05/03/2022 Common Stock 26,000 26,000 D
Stock Appreciation Rights $64.99 05/02/2015(5) 05/02/2023 Common Stock 16,200 16,200 D
Stock Appreciation Rights $75.76 05/07/2016(5) 05/07/2024 Common Stock 14,800 14,800 D
Stock Appreciation Rights $78.15 05/12/2017(5) 05/12/2025 Common Stock 17,675 17,675 D
Stock Appreciation Rights $57.43 05/11/2018(5) 05/11/2026 Common Stock 27,500 27,500 D
Stock Appreciation Rights $80.7 05/10/2019(5) 05/10/2027 Common Stock 17,950 17,950 D
Stock Appreciation Rights $77.6 05/09/2020(3) 05/09/2028 Common Stock 18,125 18,125 D
Explanation of Responses:
1. Restricted Stock Units ("RSUs") granted to the reporting person under the 2018 Equity Incentive Plan. RSUs vest 100% on the third anniversary date of the grant. Each RSU is equal to one share of Common Stock and is payable only in stock.
2. Balance reflects the most current data available with regard to holdings in the Regal Beloit Corporation Retirement Savings Plan.
3. Granted as stock-settled Stock Appreciation Rights ("SARs") under the 2018 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary of the date of the grant.
4. Granted as stock-settled SARs under the 2007 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary of the date of the grant.
5. Granted as stock-settled SARs under the 2013 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary of the date of the grant.
Remarks:
/s/ Thomas E. Valentyn, as Power of Attorney 05/10/2019
** 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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