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^*

Dziedzic Joseph W

(Last)

(First)

(Middle)

5830 GRANITE PARKWAY, SUITE 1150

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Integer Holdings Corp [ ITGR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2022

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)
Common Stock								118,378	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)
Performance Restricted Stock Units	⁽¹⁾⁽²⁾	03/11/2022		A		72,404⁽³⁾		⁽¹⁾⁽²⁾	03/11/2027	Common	72,404	$0.00	72,404	D

Explanation of Responses:

1. Each performance restricted stock unit ("PRSUs") represents a contingent right to receive one share of Integer Holdings Corporation's common stock (the "Common Stock"). Target PRSUs (as defined in footnote 3) vest upon the satisfaction of both (i) a stock price performance vesting condition in which the average closing price of the Common Stock for a 20 consecutive trading day period must meet or exceed the stock price milestone of $100.00 per share on or before March 11, 2027 (the "Expiration Date") and (ii) a service-based vesting condition whereby the reporting person must remain employed with the Company through March 11, 2024 (the "Service Vesting Condition").

2. (Continued from footnote 1) Maximum PRSUs (as defined in footnote 3) (inclusive of the Target PRSUs) vest upon the satisfaction of both (i) a stock price performance vesting condition in which the average closing price of the Common Stock for a 20 consecutive trading day period must meet or exceed the stock price milestone of $120.00 per share on or before the Expiration Date and (ii) the Service Vesting Condition. Shares of Common Stock will be delivered to the reporting person upon vesting of the PRSUs earned and the passage of a 1-year post-vesting deferred settlement period.

3. Represents the maximum number of PRSUs ("Maximum PRSUs"). Target number of PRSUs is 36,202 ("Target PRSUs").

Remarks:

	/s/ Mark Zawodzinski as attorney-in-fact for Joseph W. Dziedzic.	03/15/2022
	** 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).
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