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)
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2. Issuer Name and Ticker or Trading Symbol
REGAL REXNORD CORP [ RRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2021 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 10/04/2021 | A | 4,842 | A | $0(1) | 4,842 | D | |||
Common Stock | 10/04/2021 | A | 13,768(2) | A | $0 | 18,610(2) | D | |||
Common Stock | 10/04/2021 | A | 126 | A | $0(3) | 126 | I | By 401(k) Plan |
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 | ||||||||
Stock Options | $62.92 | 10/04/2021 | A | 3,070 | (4) | (4) | Common Stock | 3,070 | $0(5) | 3,070 | D | ||||
Stock Options | $98.16 | 10/04/2021 | A | 20,153 | (6) | (4) | Common Stock | 20,153 | $0(7) | 20,153 | D |
Explanation of Responses: |
1. Received in exchange for 21,720 shares of Land Newco, Inc. common stock 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 Transactions included a distribution of one share of Land Newco, Inc. common stock for each issued and outstanding share of Rexnord Corporation common stock, with each Land Newco, Inc. share then exchanged for 0.22296103 of a share of Regal Beloit Corporation common stock. On the effective date of the Transactions, October 4, 2021, the closing price of a share of Regal Rexnord Corporation (f/k/a Regal Beloit Corporation) common stock was $151.00, and the closing price of a share of Zurn Water Solutions Corporation (f/k/a Rexnord Corporation) common stock was $64.95. |
2. Represents restricted stock units received in the Transactions in conversion of restricted stock units relating to 29,959 shares of Rexnord Corporation common stock. The restricted stock units vest as follows: 2,028 vest on May 13, 2022; 4,862 vest on December 31, 2021; and 2,293 vest on February 16, 2022, 2,292 vest on February 16, 2023 and 2,293 vest on February 16, 2024. |
3. Received in connection with the Transactions in exchange for 569 shares of Land Newco, Inc. common stock held in the 401(k) plan sponsored by Rexnord Corporation. The Transactions included a distribution of one share of Land Newco, Inc. common stock for each issued and outstanding share of Rexnord Corporation, with each Land Newco, Inc. share then exchanged for 0.22296103 of a share of Regal Beloit Corporation common stock. On the effective date of the Transactions, October 4, 2021, the closing price of a share of Regal Rexnord Corporation (f/k/a Regal Beloit Corporation) common stock was $151.00, and the closing price of a share of Zurn Water Solutions Corporation (f/k/a Rexnord Corporation) common stock was $64.95. |
4. This option is currently exercisable in full. |
5. Received in the Transactions in conversion of employee stock options to acquire 6,682 shares of Rexnord Corporation common stock for $28.91. |
6. Stock Options will vest 100% on February 16, 2024. |
7. Received in the Transactions in conversion of employee stock options to acquire 43,859 shares of Rexnord Corporation common stock for $45.10. |
Remarks: |
/s/ Thomas E. Valentyn, as Power of Attorney | 10/06/2021 | |
** 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. |