Peterson Mark W Form 4 Rexnord / MARK W PETERSON 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^*

PETERSON MARK W

(Last) (First) (Middle)

4701 WEST GREENFIELD AVENUE

(Street)

MILWAUKEE WI 53214

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rexnord Corp [ RXN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2016

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								3,312	I	By 401(k) Plan(1)
Common Stock								5,540	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
Stock Option (right to buy)	$4.804							(2)	07/30/2019	Common Stock	5,620		5,620	D
Stock Option (right to buy)	$8.888							(2)	07/29/2020	Common Stock	7,284		7,284	D
Stock Option (right to buy)	$18.737							12/29/2012(3)	12/29/2021	Common Stock	83,254		83,254	D
Stock Option (right to buy)	$22.03							05/11/2012(4)	05/11/2022	Common Stock	225,000		225,000	D
Stock Option (right to buy)	$25.77							05/22/2016(5)	05/22/2025	Common Stock	75,574		75,574	D
Stock Option (right to buy)	$19.7	05/20/2016		A		98,284		05/20/2017(5)	05/20/2026	Common Stock	98,284	$0	98,284	D
Performance Stock Units	(6)							(6)	(6)	Common Stock	8,400		8,400	D

Explanation of Responses:

1. Based on information from the trustee of the 401(k) Plan.

2. Option fully vested.

3. One half of the original option vests in five annual installments beginning on the date listed above. The other half vested in five annual installments on March 31 of each fiscal year based on continued employment.

4. One half of the original option vested three years from the date listed above and the other half vests five years from the date listed above.

5. The original option vests in three annual installments beginning on the date listed above.

6. Each performance stock unit ("PSU") represents a contingent right to receive one share of Rexnord Corporation's common stock if certain conditions are satisfied during the three-year performance period (fiscal 2016-fiscal 2018). Vesting of PSUs is dependent on the relative total shareholder return of Rexnord Corporation's common stock as compared to companies in the S&P 1500 Industrials Sector Index and on goals related to absolute free cash flow conversion. The target number of PSUs that may be earned is reported above; the maximum amount is 200% of the number reported.

Remarks:

	/s/ Jeffrey J. Lavalle under Power of Attorney for Mark W. Peterson	05/24/2016
	** 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).
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