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)
| 2. Issuer Name and Ticker or Trading Symbol nVent Electric plc [ NVT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/01/2021 | ||||||||||||||||||||||||||
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 - Restricted Stock Units | 03/01/2021 | A(1) | 7,033 | A | $0 | 14,078 | D | |||
Ordinary Shares | 12,845.6976(2)(3) | D | ||||||||
Ordinary Shares - ESOP | 918.604(3) | I | By ESOP | |||||||
Ordinary Shares - Deferral Plan | 2,155.789(3)(4) | I | Plan Agent |
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 | ||||||||
Employee Stock Option (right to buy) | $27.55 | 03/01/2021 | A(5) | 31,585 | (6) | 03/01/2031 | Ordinary Shares | 31,585 | $0 | 31,585 | D | ||||
Performance Share Units | (7) | 03/01/2021 | A(8) | 13,452 | (7) | (7) | Ordinary Shares | 13,452 | $0 | 13,452 | D |
Explanation of Responses: |
1. Restricted stock units granted pursuant to the nVent Electric plc 2018 Omnibus Incentive Plan. One-third of the restricted stock units vest on the first, second and third anniversary of March 5, 2021. Each restricted stock unit represents a right to receive one nVent Electric plc share upon vesting. |
2. End-of-period holdings include monthly purchases under the nVent Electric plc. Employee Stock Purchase Plan (ESPP) in exempt transactions pursuant to Rule 16b-3(c). |
3. End-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a). |
4. Shares of nVent Electric plc will be delivered to the reporting person in accordance with their irrevocable deferral election. |
5. Employee stock option granted under the nVent 2018 Omnibus Incentive Plan. |
6. One-third of the stock options become exercisable on the first, second and third anniversary of March 5, 2021. |
7. Performance share units will vest during the March 1, 2021-March 1, 2024 performance period one-third if the closing price for nVent shares exceeds $26.25 for 20 consecutive days and the reporting person is employed for 1 year from the grant date, one-third if the closing price for nVent shares exceeds $28.35 for 20 consecutive days and the reporting person is employed for 2 years from the grant date, and one-third if the closing price for nVent shares exceeds $30.62 for 20 consecutive days and the reporting person is employed for 3 years from the grant date. |
8. Performance share units granted pursuant to the nVent Electric plc 2018 Omnibus Incentive Plan. Each performance share unit represents a right to receive one nVent Electric plc share upon vesting. |
/s/ John K. Wilson, Attorney-in-Fact for Joseph A. Ruzynski | 03/03/2021 | |
** 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. |