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
Ingersoll Rand Inc. [ IR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/29/2020 | ||||||||||||||||||||||||||
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 | 02/29/2020 | A(1) | 978 | A | (1) | 978 | I | By Employee Savings Plan(9) | ||
Common Stock | 03/02/2020 | A(1)(2) | 1,195 | A | (1) | 7,372 | D | |||
Common Stock | 03/02/2020 | A(1)(3) | 2,229 | A | (1) | 9,601 | D | |||
Common Stock | 03/02/2020 | A(1)(4) | 2,395 | A | (1) | 11,996 | D | |||
Common Stock | 03/02/2020 | A(1)(5) | 4,667 | A | (1) | 16,663 | 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 | ||||||||
Stock Options (Right to Buy) | $23.08 | 03/02/2020 | A(1) | 7,330 | (6) | 02/05/2028 | Common Stock | 7,330 | (1) | 7,330 | D | ||||
Stock Options (Right to Buy) | $25.96 | 03/02/2020 | A(1) | 13,364 | (7) | 02/04/2029 | Common Stock | 13,364 | (1) | 13,364 | D | ||||
Phantom Stock Units | (8) | 03/02/2020 | A(1) | 572 | (8) | (8) | Common Stock | 572 | (1) | 572 | I | By Supplemental Savings Plan(8) |
Explanation of Responses: |
1. Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 30, 2019, by and among Gardner Denver Holdings, Inc.(the "Company" or the "Issuer"), Ingersoll-Rand plc ("Trane"), Ingersoll-Rand U.S. HoldCo, Inc. ("SpinCo") and Charm Merger Sub Inc.("Merger Sub"), pursuant to which, Merger Sub merged with and into SpinCo, the separate corporate existence of Merger Sub ceased and SpinCo continued as the surviving company and as a wholly owned subsidiary of the Company (the "Merger"). The Merger closed on February 29, 2020. In connection with the Merger, the Company subsequently changed its name to "Ingersoll Rand Inc." Pursuant to the terms of the Merger Agreement, the stockholders of SpinCo at the effective time of the Merger received 0.8824 shares of Company common stock for each share of Ingersoll Rand Industrial common stock. Additionally, certain equity awards of Trane were canceled and converted into equity awards of the Issuer effective as of March 2, 2020. |
2. Reflects restricted stock units that vest on February 6, 2021. |
3. Reflects restricted stock units that vest in two equal installments on February 5, 2021 and February 5, 2022. |
4. Reflects restricted stock units that vest on December 31, 2020. |
5. Reflects restricted stock units that vest on December 31, 2021. |
6. Reflects a stock option that vests on February 6, 2021. |
7. Reflects a stock option that vests in two equal installments on February 5, 2021 and February 5, 2022. |
8. Reflects units in a Supplemental Savings Plan. These phantom stock units are to be settled in cash pursuant to the terms of the plan. |
9. Reflects securities in an Employee Savings Plan. |
/s/ Andrew Schiesl, as Attorney-in-Fact | 03/04/2020 | |
** 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. |