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^*

Gawronski Grant

(Last)

(First)

(Middle)

1144 15TH ST. SUITE 1400

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Gates Industrial Corp plc [ GTES ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2019

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)
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)

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)
Time-Based Restricted Stock Units	⁽¹⁾	02/22/2019		A		31,035		⁽²⁾	⁽²⁾	Ordinary Shares	31,035	$0	81,898	D
Performance-Based Restricted Stock Units (PBRSU)	⁽³⁾	02/22/2019		A		31,974		⁽⁴⁾	⁽⁴⁾	Ordinary Shares	31,974	$0	31,974	D
Employee Stock Options (right to buy)	$16.46	02/22/2019		A		86,730		⁽⁵⁾	02/22/2029	Ordinary Shares	86,730	$0	86,730	D

Explanation of Responses:

1. Each time-based restricted stock unit represents a contingent right to receive one ordinary share.

2. The time-based restricted stock units ("TBRSU") will, subject to the applicable award agreement, vest in the following increments: 10,344 on February 21, 2020; 10,345 on February 21, 2021 and 10,346 on February 21, 2022.

3. Each performance-based restricted stock unit represents a contingent right to receive one ordinary share, subject to adjustment based on the Company's achievement of the three-year performance measure, which is based 50% on total shareholder return with absolute and relative measures and 50% on adjusted return on invested capital.

4. This award vests on the date that the compensation committee certifies the achievement of the performance measure. The performance period over which the performance period is measured ends of January 1, 2022.

5. Subject to the applicable award agreement, this award vests in the following increments: 28,909 on February 21, 2020; 28,910 on February 21, 2021 and 28,911 on February 21, 2022.

	/s/ Jamey Seely as Attorney-In-Fact	02/26/2019
	** 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).
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