Amended Statement of Changes in Beneficial Ownership (4/a)
May 12 2022 - 6:35PM
Edgar (US Regulatory)
FORM 4
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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).
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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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3235-0287
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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
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Curtis Shaun |
2. Issuer Name and Ticker or Trading Symbol
Embecta Corp.
[
EMBC
]
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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) SVP, Global Manuf./Sup. Chain |
(Last)
(First)
(Middle)
EMBECTA CORP., 300 KIMBALL DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2022 |
(Street)
PARSIPPANY, NJ 07054
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
4/6/2022 |
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 | 4/4/2022 | | A | | 6235 (1) | A | $0.00 | 20133.5302 (2) | D | |
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) | 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 Appreciation Rights | $27.97 | 4/1/2022 | | J | | 12957 (3) | | 11/26/2019 (4) | 11/26/2028 | Common Stock | 12957 | $0.00 | 12957 | D | |
Stock Appreciation Rights | $29.48 | 4/1/2022 | | J | | 15243 (3) | | 11/26/2020 (5) | 11/26/2029 | Common Stock | 15243 | $0.00 | 28200 | D | |
Stock Appreciation Rights | $26.28 | 4/1/2022 | | J | | 2806 (3) | | 11/26/2021 (6) | 11/26/2030 | Common Stock | 2806 | $0.00 | 31006 | D | |
Stock Appreciation Rights | $26.28 | 4/1/2022 | | J | | 15217 (3) | | 11/26/2021 (6) | 11/26/2030 | Common Stock | 15217 | $0.00 | 46223 | D | |
Stock Appreciation Rights | $28.31 | 4/1/2022 | | J | | 11978 (3) | | 11/26/2022 (7) | 11/26/2031 | Common Stock | 11978 | $0.00 | 58201 | D | |
Stock Appreciation Rights | $31.40 | 4/4/2022 | | A | | 19058 (8) | | 4/4/2025 | 4/4/2032 | Common Stock | 19058 | $0.00 | 77259 | D | |
Explanation of Responses: |
(1) | This Form 4 is being amended to reflect a recalculation of the Time Vested Units ("TVUs") that the reporting person received on April 4, 2022 in connection with Embecta's spinoff from Becton, Dickinson and Company ("BD") on April 1, 2022. |
(2) | This Form 4 now includes 8,540 TVUs and 5,326 performance share units ("PSUs") that were received by the reporting person when he was employed by BD, which were later converted to Embecta TVUs in connection with Embecta's spinoff from BD on April 1, 2022, as well as 32.5302 shares of Embecta that the reporting person received as dividends in connection with the spinoff. |
(3) | This Form 4 now includes Stock Appreciation Rights ("SARs") that were received by the reporting person when he was employed by BD, which were later converted to Embecta SARs in connection with Embecta's spinoff from BD on April 1, 2022. |
(4) | The SARs vest in four annual installments beginning November 26, 2019. |
(5) | The SARs vest in four annual installments beginning November 26, 2020. |
(6) | The SARs vest in four annual installments beginning November 26, 2021. |
(7) | The SARs vest in four annual installments beginning November 26, 2022. |
(8) | This Form 4 is being amended to reflect a recalculation of the SARs that the reporting person received on April 4, 2022 in connection with Embecta's spinoff from BD. |
Remarks: The Power of Attorney dated April 5, 2022 is incorporated herein by reference. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Curtis Shaun EMBECTA CORP. 300 KIMBALL DRIVE PARSIPPANY, NJ 07054 |
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| SVP, Global Manuf./Sup. Chain |
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Signatures
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/s/ John D. Martini (Attorney-in-Fact) | | 5/12/2022 |
**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). |
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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