SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2022 | 3. Issuer Name and Ticker or Trading Symbol EnerSys [ ENS ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 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) |
Common Stock | 17,199.4414(1)(2)(3)(4)(5)(6)(7) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: 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 | ||||
Stock Options | (8) | 08/12/2029 | Stock Options | 6,527 | 57.75 | D | |
Stock Options | (9) | 08/17/2030 | Stock Options | 4,940 | 75.39 | D | |
Stock Options | (10) | 08/16/2031 | Stock Options | 6,748 | 91.81 | D |
Explanation of Responses: |
1. This amount includes 1,429.1814 unvested RSUs, in connection with the grant of RSUs on August 13, 2018, and adjusted for previously declared and paid cash dividends. These RSUs vested twenty-five percent on each of May 15, 2019, May 15, 2020, and May 15, 2021. The RSUs reported will vest on May 15, 2022. |
2. This amount includes 3,951 shares of EnerSys common stock. |
3. This amount includes 1,012.5187 performance share units granted on August 12, 2019, as adjusted for previously declared and paid cash dividends. These shares vest one hundred percent on August 12, 2022, with an additional one year holding period (4 years total until settlement), subject to acceleration and cancellation upon the occurrence of certain events. Each performance share unit converts into the number of shares of common stock determined by applying an EPS Performance multiplier to the number of units vesting on the third anniversary of the date of grant. The EPS Performance multiplier is based on the cumulative adjusted EPS over the three year vesting period relative to a target cumulative adjusted EPS. The minimum EPS Performance multiplier is 0% and the maximum EPS Performance multiplier is 200%. These shares represent the performance share units granted, assuming an EPS Performance multiplier of 100%. |
4. This amount includes 827.6776 performance share units granted to the reporting person on August 12, 2019, as adjusted for previously declared and paid cash dividends. These PSUs vest one hundred percent on August 12, 2022, with an additional one year holding period (4 years total until settlement), subject to acceleration and cancellation upon the occurrence of certain events. Each performance share unit converts into the number of shares of common stock determined by applying the TSR multiplier to the number of units vesting on the third anniversary of the date of grant. The TSR multiplier is based on relative TSR performance versus peers over the three year vesting period. The peer group is the S&P Small Cap 600 Industrial Index, of which EnerSys is a member, and consists of approximately 100 companies. The minimum TSR multiplier is 0% and the maximum TSR multiplier is 200%. These shares represent the performance share units granted, assuming a TSR multiplier of 100%. |
5. This amount includes 1,777.5557 unvested RSUs, in connection with the grant of RSUs on August 12, 2019, and adjusted for previously declared and paid cash dividends. One quarter of the RSUs granted vested on each of August 12, 2020, and August 12, 2021, and one quarter will vest on each of August 12, 2022 and August 12, 2023. |
6. This amount includes 2,827.5478 unvested RSUs, in connection with the grant of RSUs on August 17, 2020, and adjusted for previously declared and paid cash dividends. These RSUs vested twenty-five percent on August 17, 2021, and twenty-five percent will vest on each of August 17, 2022, August 17, 2023, and August 17, 2024. |
7. This amount includes 5,373.9602 unvested RSUs, in connection with the grant of RSUs granted to the reporting person on August 18, 2021, and adjusted for previously declared and paid cash dividends. These RSUs will vest twenty-five percent on each of August 18, 2022, August 18, 2023, August 18, 2024, and August 18, 2025. |
8. 2,176 of these options will vest on August 12, 2022. |
9. 1,646 of these options will vest on August 17, 2022, and 1,647 will vest on August 17, 2023. |
10. One-third of these options will vest on each of August 16, 2022, August 16, 2023, and August 16, 2024. |
Remarks: |
Karen J. Yodis, by Power of Attorney | 04/05/2022 | |
** 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 Number. |