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^*

Avampato John

(Last)

(First)

(Middle)

200 STATE STREET

(Street)

BELOIT

53511

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGAL BELOIT CORP [ RBC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016

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	03/01/2016		M		9,274	A	$47.25	18,565	D
Common Stock	03/01/2016		S		9,274	D	$55	9,291	D
Common Stock								1,130⁽¹⁾	I	Retirement Savings Plan

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)
Non Qualified Stock Option	$47.25	03/01/2016		M			9,274	04/26/2008⁽²⁾	04/26/2016	Common Stock	9,274	$0	0	D
Stock Appreciation Rights	$44.12							05/01/2009⁽³⁾	05/01/2017	Common Stock	2,500		2,500	D
Stock Appreciation Rights	$42.28							05/02/2010⁽³⁾	05/02/2018	Common Stock	6,000		6,000	D
Stock Appreciation Rights	$42.65							05/08/2011⁽³⁾	05/08/2019	Common Stock	6,000		6,000	D
Stock Appreciation Rights	$61.36							05/05/2012⁽³⁾	05/05/2020	Common Stock	6,000		6,000	D
Stock Appreciation Rights	$72.29							05/04/2013⁽³⁾	05/04/2021	Common Stock	6,000		6,000	D
Stock Appreciation Rights	$63.56							05/03/2014⁽³⁾	05/03/2022	Common Stock	6,500		6,500	D
Stock Appreciation Rights	$64.99							05/02/2015⁽⁴⁾	05/02/2023	Common Stock	3,875		3,875	D
Stock Appreciation Rights	$75.76							05/07/2016⁽⁴⁾	05/07/2024	Common Stock	3,600		3,600	D
Stock Appreciation Rights	$78.15							05/12/2017⁽⁴⁾	05/12/2025	Common Stock	4,500		4,500	D

Explanation of Responses:

1. Balance reflects the most current data available with regard to holdings in the Regal Beloit Corporation Retirement Savings Plan.

2. Granted as non qualified stock options. The options vest and become exerciseable 40% on the second anniversary, 60% on the third anniversary, 80% on the fourth anniversary, and 100% on the fifth anniversary of the grant.

3. Granted as stock-settled Stock Appreciation Rigths (SARs) under the 2007 Equity Incentive Plan. The SARs vest and become exerciseable 40% on the second anniversary of the date of grant, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary.

4. Granted as stock-settled SARs under the 2013 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary of the date of grant, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary.

Remarks:

	/s/ Peter C. Underwood as Power of Attorney	03/02/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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