Statement of Changes in Beneficial Ownership (4)
September 12 2017 - 4:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Troutman Michael
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2. Issuer Name
and
Ticker or Trading Symbol
Rexnord Corp
[
RXN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Information Officer
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(Last)
(First)
(Middle)
247 FRESHWATER WAY, SUITE 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/8/2017
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(Street)
MILWAUKEE, WI 53214
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/8/2017
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M
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39110
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A
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$4.79
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43608
(1)
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D
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Common Stock
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9/8/2017
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S
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22914
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D
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$24.15
(2)
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20694
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$4.79
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9/8/2017
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M
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39110
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(3)
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11/30/2017
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Common Stock
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39110.0
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$0
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0
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D
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Stock Option (right to buy)
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$8.888
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(3)
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7/29/2020
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Common Stock
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29138.0
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29138
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D
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Stock Option (right to buy)
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$22.03
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(3)
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5/11/2022
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Common Stock
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45000.0
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45000
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D
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Stock Option (right to buy)
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$19.0
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5/23/2013
(4)
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5/23/2023
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Common Stock
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25000.0
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25000
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D
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Stock Option (right to buy)
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$29.31
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9/3/2015
(5)
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9/3/2024
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Common Stock
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17490.0
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17490
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D
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Stock Option (right to buy)
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$25.77
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5/22/2016
(6)
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5/22/2025
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Common Stock
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25978.0
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25978
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D
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Stock Option (right to buy)
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$19.7
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5/20/2017
(6)
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5/20/2026
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Common Stock
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38768.0
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38768
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D
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Stock Option (right to buy)
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$23.13
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5/19/2018
(6)
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5/19/2027
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Common Stock
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18519.0
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18519
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D
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Performance Stock Units
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(7)
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(7)
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(7)
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Common Stock
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2887.0
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2887
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D
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Explanation of Responses:
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(1)
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Due to an administrative error by a third party provider, the sale of shares reported in the Reporting Person's Form 4, dated September 6, 2017, to satisfy tax withholding obligations and related fees in connection with the vesting of restricted stock units was understated by 2 shares. The Reporting Person actually sold 130 shares on September 6, 2017, and the balance has been updated accordingly on this Form 4.
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(2)
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This transaction was executed in multiple trades at prices ranging from $24.15 to $24.171. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
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(3)
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Option fully vested.
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(4)
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One half of the original option vests three years from the date listed above and the other half vests five years from the date listed above.
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(5)
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The original option vests in four annual installments beginning on the date listed above.
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(6)
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The original option vests in three annual installments beginning on the date listed above.
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(7)
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Each performance stock unit ("PSU") represents a contingent right to receive one share of Rexnord Corporation's common stock if certain conditions are satisfied during the three-year performance period (fiscal 2016-fiscal 2018). Vesting of the PSUs is dependent on the relative total shareholder return of Rexnord Corporation's common stock as compared to companies in the S&P 1500 Industrials Sector Index and on goals related to absolute free cash flow conversion. The target number of PSUs that may be earned is reported above; the maximum amount is 200% of the number reported.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Troutman Michael
247 FRESHWATER WAY
SUITE 300
MILWAUKEE, WI 53214
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Chief Information Officer
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Signatures
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/s/ Jeffrey J. LaValle under Power of Attorney for Michael Troutman
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9/12/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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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