Luxfer (LXFR) Form 5 LUXFER / MARK JAMES LAWDAY ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

LAWDAY MARK JAMES

(Last) (First) (Middle)

LUXFER HOLDINGS PLC, LUMNS LANE

(Street)

MANCHESTER X0 M27 8LN

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LUXFER HOLDINGS PLC [ LXFR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Ordinary Shares	05/08/2023		M4(1)	750	A	(2)	2,648	D
Ordinary Shares	05/08/2023		M4(1)	181	A	(3)	2,829	D
Ordinary Shares	05/08/2023		M4(1)	500	A	(2)	3,329	D
Ordinary Shares	05/08/2023		M4(1)	93	A	(3)	3,422	D
Ordinary Shares	05/08/2023		M4(1)	800	A	(2)	4,222	D
Ordinary Shares	05/08/2023		M4(1)	31	A	(3)	4,253	D
Ordinary Shares	05/08/2023		M4(1)	750	A	(2)	5,003	D
Ordinary Shares	05/08/2023		M4(1)	24	A	(3)	5,027	D
Ordinary Shares	05/08/2023		F4(4)	1,613	D	$14.81	3,414	D
Ordinary Shares	08/09/2023		S4(5)	525	D	$12.24	2,889	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	(2)	05/08/2023		4M		750	(6)	03/14/2025	Ordinary Shares	750	(2)	0	D
Dividend Equivalent Rights(7)	(3)	05/08/2023		4M		181	(8)	03/14/2025	Ordinary Shares	181	(3)	0	D
Stock Options (Right to Buy)	(2)	05/08/2023		4M		500	(9)	12/13/2025	Ordinary Shares	500	(2)	500(10)	D
Dividend Equivalent Rights(7)	(3)	05/08/2023		4M		93	(11)	12/13/2025	Ordinary Shares	93	(3)	51(12)	D
Stock Options (Right to Buy)	(2)	05/08/2023		4M		800	(13)	03/15/2027	Ordinary Shares	800	(2)	800	D
Dividend Equivalent Rights(7)	(3)	05/08/2023		4M		31	(14)	03/15/2027	Ordinary Shares	31	(3)	87	D
Stock Options (Right to Buy)	(2)	05/08/2023		4M		750	(15)	03/14/2028	Ordinary Shares	750	(2)	2,250	D
Dividend Equivalent Rights(7)	(3)	05/08/2023		4M		24	(16)	03/14/2028	Ordinary Shares	24	(3)	190	D

Explanation of Responses:

1. Represents the exercise of Stock Options and related Dividend Equivalent Rights on May 8, 2023, as detailed in Table II of this Form 5. This transaction was not previously reported on Form 4 due to an inadvertent administrative error.

2. Stock Options convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.

3. Dividend Equivalent Rights convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.

4. Represents the payment of exercise price and tax liabilities by withholding Ordinary Shares incident to the exercise of derivative securities on May 8, 2023. This transaction was not previously reported on Form 4 due to an inadvertent administrative error.

5. Represents the on-market sale of 525 Ordinary Shares on August 9, 2023. This transaction was not previously reported on Form 4 due to an inadvertent administrative error.

6. The subject Stock Options fully vested and became exercisable on March 14, 2023.

7. 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.

8. The subject Dividend Equivalent Rights fully vested and became exercisable on March 14, 2023.

9. The subject Stock Options vested and became exercisable on December 13, 2022.

10. The subject Stock Options fully vested and became exercisable on December 13, 2023. As of December 31, 2023, the Stock Options have not been exercised.

11. The subject Dividend Equivalent Rights vested and became exercisable on December 13, 2020, December 13, 2021, and December 13, 2022.

12. The subject Dividend Equivalent Rights fully vested and became exercisable on December 13, 2023. As of December 31, 2023, the Dividend Equivalent Rights have not been exercised.

13. The subject Stock Options vested and became exercisable in equal installments on March 15, 2022 and March 15, 2023. The remaining Stock Options will vest and become exercisable in two equal annual installments on March 15, 2024 and March 15, 2025.

14. The subject Dividend Equivalent Rights vested and became exercisable on March 15, 2022 and March 15, 2023. The remaining Dividend Equivalent Rights will vest and become exercisable in two annual installments on March 15, 2024 and March 15, 2025.

15. The subject Stock Options vested and became exercisable on March 14, 2023. The remaining Stock Options vest and become exercisable in three equal annual installments beginning on March 14, 2024.

16. The subject Dividend Equivalent Rights vested and became exercisable on March 14, 2023. The remaining Dividend Equivalent Rights will vest and become exercisable in three annual installments beginning on March 14, 2024.

Remarks:

Vice President and General Manager, Luxfer Gas Cylinders - Europe

	/s/ Megan E. Glise under Power of Attorney for Mark J. Lawday	02/14/2024
	** Signature of Reporting Person	Date
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