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^*

Feeney John J.

(Last)

(First)

(Middle)

ONE TRIBOLOGY CENTER

102 WILLENBROCK ROAD

(Street)

OXFORD

06478

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RBC Bearings INC [ RBC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2023

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	12/15/2023		F		19⁽¹⁾	D	$275.66	2,737⁽²⁾	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)
Option to Purchase Common Stock	$135.53							12/15/2019	12/15/2025	Common Stock	40		40	D
Option to Purchase Common Stock	$181.58							02/08/2024⁽³⁾	02/08/2028	Common Stock	168		168	D
Option to Purchase Common Stock	$199.16							06/03/2022⁽⁴⁾	06/03/2028	Common Stock	2,000		2,000	D
Option to Purchase Common Stock	$199.1							06/03/2023⁽⁵⁾	06/03/2029	Common Stock	2,000		2,000	D
Option to Purchase common Stock	$199.51							06/01/2024⁽⁶⁾	06/01/2030	Common Stock	1,000		1,000	D

Explanation of Responses:

1. Represents shares withheld by the Company to pay tax liability related to the vesting of restricted stock.

2. Includes 1,870 shares of restricted stock, which vest according to the following schedule; 270 shares 1/3 of which vest on 2/8/2024, 1/3 vest on 2/8/2025 and 1/3 vest on 2/8/2026; 300 shares 1/3 of which vest on 6/3/2024, 1/3 vest on 6/3/2025 and 1/3 vest on 6/3/2026; 800 shares 1/4 of which vest on 6/3/2024, 1/4 vest on 6/3/2025, 1/4 vest on 6/3/2026 and 1/4 vest on 6/3/2027; and 500 shares 1/5 of which vest on 6/1/2024, 1/5 vest on 6/1/2025, 1/5 vest on 6/1/2026, 1/5 vest on 6/1/2027 and 1/5 vest on 6/1/2028.

3. These options to purchase Common Stock are subject to the following vesting schedule - 1/3 vest on 2/8/2024, 1/3 vest on 2/8/2025 and 1/3 vest on 2/8/2026.

4. All these options to purchase Common Stock are exerciseable except for 1,200 options that are subject to the following vesting schedule - 1/3 vest on 6/3/2024, 1/3 vest on 6/3/2025 and 1/3 vest on 6/3/2026.

5. All these options to purchase Common Stock are exerciseable except for 1,600 options that are subject to the following vesting schedule - 1/4 vest on 6/3/2024, 1/5 vest on 6/3/2025, 1/5 vest on 6/3/2026 and 1/4 vest on 6/3/2027.

6. These options to purchase Common Stock are subject to the following vesting schedule - 1/5 vest on 6/1/2024, 1/5 vest on 6/1/2025, 1/5 vest on 6/1/2026, 1/5 vest on 6/1/2027 and 1/5 vest on 6/1/2028.

Remarks:

	/s/John J. Feeney	12/18/2023
	** 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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