SEC Form 4
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LUXFER HOLDINGS PLC [ LXFR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/13/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | ||||||
Ordinary Shares | 03/13/2024 | M | 1,239 | A | (1) | 7,054(2) | D | |||
Ordinary Shares | 03/13/2024 | F | 513 | D | $10.17 | 6,541 | D | |||
Ordinary Shares | 03/13/2024 | M | 968 | A | (1) | 7,509 | D | |||
Ordinary Shares | 03/13/2024 | F | 401 | D | $10.17 | 7,108 | D | |||
Ordinary Shares | 03/14/2024 | M | 431 | A | (1) | 7,539 | D | |||
Ordinary Shares | 03/14/2024 | F | 178 | D | $10.26 | 7,361 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Restricted Stock Units | (1) | 03/13/2024 | M | 1,239 | (3) | (3) | Ordinary Shares | 1,239 | (1) | 0 | D | ||||
Restricted Stock Units | (1) | 03/13/2024 | M | 968 | (4) | (4) | Ordinary Shares | 968 | (1) | 0 | D | ||||
Restricted Stock Units | (1) | 03/14/2024 | M | 431 | (5) | (5) | Ordinary Shares | 431 | (1) | 868(6) | D |
Explanation of Responses: |
1. Restricted Stock Units convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share. |
2. The above figure includes 390 Ordinary Shares acquired pursuant to dividend reinvestment transactions, including 287 Ordinary Shares acquired since the Reporting Person's last reportable transaction pursuant to the dividend reinvestment feature of the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan. |
3. The Restricted Stock Units fully vested on March 13, 2024. The above figure includes 164 additional Restricted Stock Units accrued related to dividend reinvestment rights. |
4. Represents the grant and vesting of performance-based Restricted Stock Units (at 50% target) awarded on March 13, 2020. One half of the performance-based Restricted Stock Units were granted and vested on March 13, 2023 upon the achievement of relative Total Shareholder Return (TSR) goals for the performance period ended December 31, 2022. The remaining balance was granted and vested on March 13, 2024. |
5. The remaining Restricted Stock Units vest in two equal annual installments on March 14, 2025 and March 14, 2026. The above figure includes 31 additional Restricted Stock Units accrued related to dividend reinvestment rights. |
6. The above figure includes 68 additional Restricted Stock Units accrued related to dividend reinvestment rights. |
Remarks: |
Vice President and General Manager, Luxfer Magtech |
/s/ Megan E. Glise under Power of Attorney for Jeffrey Moorefield | 03/15/2024 | |
** 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 Number. |