Harding Heather Form 4 LUXFER / Heather Harding 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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X

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^*

Harding Heather

(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
	Officer (give title below)	X	Other (specify below)
Former CFO; See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2022

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
Ordinary Shares	03/13/2022		M		2,476	A	(1)	50,181	D
Ordinary Shares	03/13/2022		F		1,231	D	$19.51	48,950	D
Ordinary Shares	03/14/2022		M		1,527	A	(1)	50,477	D
Ordinary Shares	03/14/2022		F		760	D	$19.51	49,717	D
Ordinary Shares	03/14/2022		M		1,260	A	(1)	50,977	D
Ordinary Shares	03/14/2022		F		627	D	$19.51	50,350	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
Restricted Stock Units	(1)	03/13/2022		M			2,476	(2)	(2)	Ordinary Shares	2,476	(1)	4,660(2)	D
Restricted Stock Units	(1)	03/14/2022		M			1,527	(3)	(3)	Ordinary Shares	1,527	(1)	1,400(3)	D
Restricted Stock Units	(1)	03/14/2022		M			1,260	(4)	(4)	Ordinary Shares	1,260	(1)	1,260(4)	D

Explanation of Responses:

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

2. The remaining Restricted Stock Units would normally vest in two equal installments beginning on March 13, 2023, subject to the Reporting Person's continued service at the time of vesting. Given the Reporting Person's retirement, the remaining Restricted Stock Units will be forfeited and lapse. The amounts above include additional Restricted Stock Units accrued related to dividend reinvestment rights.

3. The remaining Restricted Stock Units would normally vest on March 14, 2023, subject to the Reporting Person's continued service at the time of vesting. Given the Reporting Person's retirement, the remaining Restricted Stock Units will be forfeited and lapse. The amounts above include additional Restricted Stock Units accrued related to dividend reinvestment rights.

4. Represents the vesting of performance-based Restricted Stock Units (at 50% of target) awarded on March 14, 2019. The performance-based Restricted Stock Units vested upon the achievement of relative Total Shareholder Return (TSR) goals for the three-year performance period ended December 31, 2021. The performance-based Restricted Stock Units vested 50% on March 14, 2022, and the remaining balance would normally vest on March 14, 2023, subject to the Reporting Person's continued service at the time of vesting. Given the Reporting Person's retirement, the remaining performance-based Restricted Stock Units will be forfeited and lapse.

Remarks:

The Reporting Person retired from the Issuer, effective March 1, 2022, and is no longer serving as the Issuer's Chief Financial Officer. This Form 4 is being filed as a voluntary exit Form 4, indicating that the Reporting Person no longer constitutes an "officer" within the meaning of Rule 16a-1 and, therefore, is no longer subject to Section 16 reporting unless otherwise required by the Securities Exchange Act of 1934, as amended.

	/s/ Megan E. Glise under Power of Attorney for Heather Harding	03/15/2022
	** 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 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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