Initial Statement of Beneficial Ownership (3)
February 15 2023 - 5:22PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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LAWDAY MARK JAMES |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/15/2023
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3. Issuer Name and Ticker or Trading Symbol
LUXFER HOLDINGS PLC [LXFR]
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(Last)
(First)
(Middle)
LUXFER HOLDINGS PLC, LUMNS LANE |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) See Remarks / |
(Street)
MANCHESTER, X0 M27 8LN
(City)
(State)
(Zip)
| 5. 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
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Ordinary Shares | 1898 (1) | 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. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Dividend Equivalent Rights | (2) | 3/26/2023 | Ordinary Shares | 91.0 | (3) | D | |
Stock Options (Right to Buy) | (4) | 3/14/2025 | Ordinary Shares | 750.0 | (5) | D | |
Dividend Equivalent Rights | (6) | 3/14/2025 | Ordinary Shares | 175.0 | (7) | D | |
Stock Options (Right to Buy) | (8) | 12/13/2025 | Ordinary Shares | 1000.0 | (5) | D | |
Dividend Equivalent Rights | (9) | 12/13/2025 | Ordinary Shares | 144.0 | (7) | D | |
Stock Options (Right to Buy) | (10) | 3/15/2027 | Ordinary Shares | 1600.0 | (5) | D | |
Dividend Equivalent Rights | (11) | 3/15/2027 | Ordinary Shares | 68.0 | (7) | D | |
Stock Options (Right to Buy) | (12) | 3/14/2028 | Ordinary Shares | 3000.0 | (5) | D | |
Dividend Equivalent Rights | (13) | 3/14/2028 | Ordinary Shares | 75.0 | (7) | D | |
Explanation of Responses: |
(1) | The amount above includes 862 Ordinary Shares acquired pursuant to the Luxfer Holdings PLC Share Incentive Plan. |
(2) | Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of 50 pence per Ordinary Share. The Stock Options to which these Dividend Equivalent Rights relate are fully vested and exercisable. |
(3) | Dividend Equivalent Rights convert 1 for 1, subject to a nominal payment of 50 pence per Ordinary Share. |
(4) | The remaining Stock Options vest on March 14, 2023. |
(5) | 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share. |
(6) | Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of $1.00 per Ordinary Share. Of the total 175 Dividend Equivalent Rights indicated above, 79 are vested and exercisable and 96 will vest and become exercisable on March 14, 2023. |
(7) | Dividend Equivalent Rights convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share. |
(8) | Of the total 1,000 Stock Options indicated above, 500 are vested and exercisable. The remaining 500 Stock Options vest on December 13, 2023. |
(9) | Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of $1.00 per Ordinary Share. Of the total 144 Dividend Equivalent Rights indicated above, 86 are vested and exercisable and 58 will vest and become exercisable on December 13, 2023. |
(10) | Of the total 1,600 Stock Options indicated above, 400 are vested and exercisable. The remaining 1,200 Stock Options will vest and become exercisable in three equal annual installments beginning on March 15, 2023. |
(11) | Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of $1.00 per Ordinary Share. Of the total 68 Dividend Equivalent Rights indicated above, 9 are vested and exercisable and 59 will vest and become exercisable in accordance with the vesting schedule specified in footnote 10. |
(12) | The Stock Options vest in four equal annual installments beginning on March 14, 2023. |
(13) | Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate in accordance with the vesting schedule specified in footnote 12. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of $1.00 per Ordinary Share. |
Remarks: Vice President and General Manager, Luxfer Gas Cylinders - Europe |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LAWDAY MARK JAMES LUXFER HOLDINGS PLC, LUMNS LANE MANCHESTER, X0 M27 8LN |
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| See Remarks |
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Signatures
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/s/ Megan E. Glise under Power of Attorney for Mark J. Lawday | | 2/15/2023 |
**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 5(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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