FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kay Robert Bruce
2. Issuer Name and Ticker or Trading Symbol

LIFETIME BRANDS, INC [ LCUT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O LIFETIME BRANDS, INC., 1000 STEWART AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

3/8/2023
(Street)

GARDEN CITY, NY 11530
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 3/8/2023  A  11649 (1)A$0 386466 D  
Common Stock 3/8/2023  F  4158 (2)D$5.92 382308 D  
Common Stock 3/8/2023  F  8877 (3)D$5.92 373431 D  
Common Stock 3/8/2023  A  75000 (4)A$0 448431 D  
Common Stock 3/9/2023  F  6666 (5)D$6.09 441765 D  
Common Stock         63000 I (6)Trust (7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On June 25, 2020, the reporting person received a grant of performance shares (PSUs) that vest upon the satisfaction of certain performance conditions, with a performance period that ended December 31, 2022. On March 8, 2023, the Compensation Committee determined that certain of the performance conditions were met and shares subject to the PSUs vested.
(2) Portion of tax liability payment by withholding Common Stock incident to the vesting of PSUs.
(3) Payment of tax liability by withholding Common Stock incident to the vesting of 24,625 restricted stock. The restricted shares were granted on March 8, 2022 and vests 25% per year in four equal installments on each of March 8, 2023, March 8, 2024, March 8, 2025, and March 8, 2026.
(4) The restricted stock was granted on March 8, 2023 pursuant to the Company's Amended and Restated 2000 Long-Term Incentive Plan and vests 25% per year in four equal annual installments commencing on the first anniversary of the date of grant.
(5) Payment of tax liability by withholding Common Stock incident to the vesting of 18,491 restricted stock. The restricted shares were granted on March 9, 2021 and vests 25% per year in four equal installments on each of March 9, 2022, March 9, 2023, March 9, 2024, and March 9, 2025.
(6) The reporting person disclaims beneficial ownership of all securities held by the trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(7) Irrevocable family trust for which the reporting person's spouse is a trustee.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Kay Robert Bruce
C/O LIFETIME BRANDS, INC.
1000 STEWART AVENUE
GARDEN CITY, NY 11530
X
Chief Executive Officer

Signatures
/s/ Sara Shindel, attorney-in-fact for Robert B. Kay3/10/2023
**Signature of Reporting PersonDate


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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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