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 *

Troutman Michael
2. Issuer Name and Ticker or Trading Symbol

Rexnord Corp [ RXN ]
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
(Last)          (First)          (Middle)

247 FRESHWATER WAY, SUITE 300
3. Date of Earliest Transaction (MM/DD/YYYY)

9/8/2017
(Street)

MILWAUKEE, WI 53214
(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   9/8/2017     M    39110   A $4.79   43608   (1) D    
Common Stock   9/8/2017     S    22914   D $24.15   (2) 20694   D    

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $4.79   9/8/2017     M         39110      (3) 11/30/2017   Common Stock   39110.0   $0   0   D    
Stock Option (right to buy)   $8.888                      (3) 7/29/2020   Common Stock   29138.0     29138   D    
Stock Option (right to buy)   $22.03                      (3) 5/11/2022   Common Stock   45000.0     45000   D    
Stock Option (right to buy)   $19.0                    5/23/2013   (4) 5/23/2023   Common Stock   25000.0     25000   D    
Stock Option (right to buy)   $29.31                    9/3/2015   (5) 9/3/2024   Common Stock   17490.0     17490   D    
Stock Option (right to buy)   $25.77                    5/22/2016   (6) 5/22/2025   Common Stock   25978.0     25978   D    
Stock Option (right to buy)   $19.7                    5/20/2017   (6) 5/20/2026   Common Stock   38768.0     38768   D    
Stock Option (right to buy)   $23.13                    5/19/2018   (6) 5/19/2027   Common Stock   18519.0     18519   D    
Performance Stock Units     (7)                    (7)   (7) Common Stock   2887.0     2887   D    

Explanation of Responses:
(1)  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.
(2)  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.
(3)  Option fully vested.
(4)  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.
(5)  The original option vests in four annual installments beginning on the date listed above.
(6)  The original option vests in three annual installments beginning on the date listed above.
(7)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Troutman Michael
247 FRESHWATER WAY
SUITE 300
MILWAUKEE, WI 53214


Chief Information Officer

Signatures
/s/ Jeffrey J. LaValle under Power of Attorney for Michael Troutman 9/12/2017
** 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.
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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