SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Nancarrow Michael S

(Last)

(First)

(Middle)

1200 ABERNATHY ROAD

SUITE 1200

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2018

3. Issuer Name and Ticker or Trading Symbol
Mueller Water Products, Inc. [ MWA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP & Chief Accounting Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	26,182.4333⁽¹⁾	D
Restricted Stock Unit	3,626⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock	⁽³⁾	11/29/2019	Common Stock	2,388	⁽⁴⁾	D
Phantom Stock	⁽⁵⁾	12/01/2018	Common Stock	1,688	⁽⁴⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	11/30/2020	Common Stock	3,973	$3.52	D
Stock Option (Right to Buy)	⁽⁶⁾	12/01/2019	Common Stock	3,973	$5.05	D
Stock Option (Right to Buy)	⁽⁶⁾	12/02/2018	Common Stock	5,565	$5.49	D

Explanation of Responses:

1. Includes 19,927.433329 shares acquired under the Mueller Water Products, Inc. Employee Stock Purchase Plan.

2. Acquisition is pursuant to grant of restricted stock units under the Mueller Water Products, Inc. Amended and Restated 2006 Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Mueller Water Products, Inc. Common Stock when the restrictions lapse. The lapse occurs in three (3) equal, annual installments beginning on the first anniversary of the grant date.

3. The phantom shares vest in three equal annual installments beginning November 29, 2017.

4. Each share of phantom stock is the economic equivalent of one share of Mueller Water Products, Inc. common stock on the vesting date. Shares of phantom stock will be settled solely in cash upon vesting.

5. The phantom shares vest in three equal annual installments beginning December 1, 2016.

6. The stock options vested in three equal annual installments beginning on the first anniversary of the grant date.

	/s/ KRISTI O. CRAWFORD, Attorney-in-Fact	01/31/2018
	** 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 5 (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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