RBC Bearings (RBC) Form 4 RBC Bearings / MICHAEL J HARTNETT ownership change

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^*

HARTNETT MICHAEL J

(Last) (First) (Middle)

102 WILLENBROCK ROAD

ONE TRIBOLOGY CENTER

(Street)

OXFORD CT 06478

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RBC Bearings INC [ RBC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2023

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 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	06/20/2023		M		9,496	A	$72.94	299,630(1)	D
Common Stock	06/20/2023		F(2)		6,183	D	$208.48	293,447(1)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$72.94	06/20/2023		M			9,496	07/08/2021	07/08/2023	Common Stock	9,496	$0	0	D
Option to Purchase Common stock	$99.64							06/27/2021	06/27/2024	Common Stock	32,000		32,000	D
Option to Purchase Common Stock	$132.12							06/07/2022	06/07/2025	Common Stock	30,400		30,400	D
Option to Purchase Common Stock	$143.92							06/03/2022(3)	06/03/2026	Common Stock	45,600		45,600	D
Option to Purchase Common Stock	$137.44							06/02/2022(4)	06/02/2027	Common Stock	47,114		47,114	D
Option to Purchase Common Stock	$199.16							06/03/2022(5)	06/03/2028	Common Stock	76,000		76,000	D

Explanation of Responses:

1. Includes 69,052 shares of restricted stock, which vest according to the following schedule; 17,347 shares that vest on 6/3/2024; 20,040 shares 1/2 of which vest on 6/3/2024 and 1/2 vest on 6/3/2025; and 31,665 shares 1/3 of which vest on 6/1/2024, 1/3 vest on 6/1/2025 and 1/3 vest on 6/1/2026.

2. Represents a "net exercise" of outstanding stock options. The Reporting Person received 3,313 shares of common stock on net exercise of option to purchase 9,496 shares of common stock. The Company withheld 6,183 shares of common stock underlying the option for payment of the exercise price and tax withholdings.

3. All these options to purchase Common Stock are exerciseable except for 15,200 options that vest on 6/3/2024.

4. All these options to purchase Common Stock are exerciseable except for 23,557 options that are subject to the following vesting schedule - 1/2 vest on 6/2/2024 and 1/2 vest on 6/2/2025.

5. All these options to purchase Common Stock are exerciseable except for 45,600 options that are subject to the following vesting schedule - 1/3 vest on 6/3/2024, 1/3 vest on 6/3/2025 and 1/3 vest on 6/3/2026.

Remarks:

	/s/John J. Feeney/attorney in fact	06/26/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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