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^*

Johnson Kevin J

(Last)

(First)

(Middle)

909 ROSE AVENUE, SUITE 800

(Street)

NORTH BETHESDA

20852

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ESAB Corp [ ESAB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2022

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, par value $0.001	04/05/2022		A		3,092	A	$0.00	3,092⁽¹⁾	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)
Restricted Stock Units	⁽²⁾	04/05/2022		A⁽³⁾		798		02/24/2023⁽⁴⁾	02/24/2023	Common stock, par value $0.001	798	$0.00	798	D
Restricted Stock Units	⁽²⁾	04/05/2022		A⁽³⁾		1,823		07/22/2022⁽⁵⁾	07/25/2023	Common stock, par value $0.001	1,823	$0.00	1,823	D
Restricted Stock Units	⁽²⁾	04/05/2022		A⁽³⁾		1,779		02/22/2023⁽⁶⁾	02/22/2024	Common stock, par value $0.001	1,779	$0.00	1,779	D
Restricted Stock Units	⁽²⁾	04/05/2022		A⁽³⁾		5,133		02/17/2023⁽⁷⁾	02/17/2025	Common stock, par value $0.001	5,133	$0.00	5,133	D
Employee Stock Option (right to buy)	$33.49	04/05/2022		A⁽⁸⁾		9,139		04/05/2022	02/24/2026	Common stock, par value $0.001	9,139	$0.00	9,139	D
Employee Stock Option (right to buy)	$46.94	04/05/2022		A⁽⁸⁾		7,300		02/24/2023⁽⁹⁾	02/23/2027	Common stock, par value $0.001	7,300	$0.00	7,300	D
Employee Stock Option (right to buy)	$55.96	04/05/2022		A⁽⁸⁾		6,575		02/22/2023⁽¹⁰⁾	02/21/2028	Common stock, par value $0.001	6,575	$0.00	6,575	D
Employee Stock Option (right to buy)	$31.09	04/05/2022		A⁽⁸⁾		2,199		04/05/2022	02/14/2023	Common stock, par value $0.001	2,199	$0.00	2,199	D
Employee Stock Option (right to buy)	$50.43	04/05/2022		A⁽⁸⁾		3,582		04/05/2022	02/12/2024	Common stock, par value $0.001	3,582	$0.00	3,582	D
Employee Stock Option (right to buy)	$41.63	04/05/2022		A⁽⁸⁾		5,044		04/05/2022	03/07/2025	Common stock, par value $0.001	5,044	$0.00	5,044	D

Explanation of Responses:

1. Shares acquired in the pro-rata spin-off distribution (the "Spin-Off") by Colfax Corporation ("Colfax") of the shares of ESAB Corporation ("ESAB").

2. Each restricted stock unit represents a contingent right to receive one share of ESAB common stock.

3. In connection with the Spin-Off, each outstanding Colfax restricted stock unit was converted into a restricted stock unit award denominated in shares of ESAB common stock pursuant to the terms of the employee matters agreement entered into between Colfax and ESAB in connection with the Spin-Off. The number of underlying shares were adjusted in a manner intended to preserve the aggregate intrinsic value of the original Colfax restricted stock unit award.

4. These restricted stock units vest and become exercisable in a single installment on February 24, 2023.

5. These restricted stock units vest and become exercisable in two equal installments on July 25, 2022 and July 25, 2023.

6. These restricted stock units vest and become exercisable in two equal installments on February 22, 2023 and February 22, 2024.

7. These restricted stock units vest in three equal annual installments beginning on February 17, 2023.

8. In connection with the Spin-Off, each outstanding Colfax stock option was converted into an award of options to purchase shares of ESAB common stock pursuant to the terms of the employee matters agreement between Colfax and ESAB in connection with the Spin-Off. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Colfax stock option.

9. 6,066 shares of the option have already vested. The remaining shares of the option will fully vest and become exercisable in a single installment on February 24, 2023.

10. 2,732 shares of the option have already vested. The remaining shares of the option will fully vest and become exercisable in two equal installments on February 22, 2023 and February 22, 2024.

Remarks:

	Curtis E. Jewell, Attorney-in-Fact	04/07/2022
	** 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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