Ajay Kumar Form 4/A Embecta / Ajay Kumar 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^*

Kumar Ajay

(Last) (First) (Middle)

300 KIMBALL DRIVE

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Embecta Corp. [ EMBC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and CHRO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/06/2022

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	04/04/2022		A		8,907(1)	A	$0.00	22,456(2)	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 Appreciation Rights	$27.97	04/01/2022		J		4,062(3)		11/26/2019(4)	11/26/2028	Common Stock	4,062	$0.00	4,062	D
Stock Appreciation Rights	$29.48	04/01/2022		J		10,038(3)		11/26/2020(5)	11/26/2029	Common Stock	10,038	$0.00	14,100	D
Stock Appreciation Rights	$26.28	04/01/2022		J		16,239(3)		11/26/2021(6)	11/26/2030	Common Stock	16,239	$0.00	30,339	D
Stock Appreciation Rights	$26.28	04/01/2022		J		4,867(3)		11/26/2021(6)	11/26/2030	Common Stock	4,867	$0.00	35,206	D
Stock Appreciation Rights	$28.31	04/01/2022		J		28,642(3)		11/26/2022(7)	11/26/2031	Common Stock	28,642	$0.00	63,848	D
Stock Appreciation Rights	$31.4	04/04/2022		A		27,225(8)		04/04/2025	04/04/2032	Common Stock	27,225	$0.00	91,073	D

Explanation of Responses:

1. This Form 4 is being amended to reflect a recalculation of the Time Vested Units ("TVUs") that the reporting person received on April 4, 2022 in connection with Embecta's spinoff from Becton, Dickinson and Company ("BD") on April 1, 2022.

2. This Form 4 now includes 6,149 TVUs and 7,371 performance share units ("PSUs") that were received by the reporting person when he was employed by BD, which were later converted to Embecta TVUs in connection with Embecta's spinoff from BD on April 1, 2022, as well as 29 shares of Embecta that the reporting person received as a dividend in connection with the spinoff.

3. This Form 4 now includes Stock Appreciation Rights ("SARs") that were received by the reporting person when he was employed by BD, which were later converted to Embecta SARs in connection with Embecta's spinoff from BD on April 1, 2022.

4. The SARs vest in four annual installments beginning November 26, 2019.

5. The SARs vest in four annual installments beginning November 26, 2020.

6. The SARs vest in four annual installments beginning November 26, 2021.

7. The SARs vest in four annual installments beginning November 26, 2022.

8. This Form 4 is being amended to reflect a recalculation of the SARs that the reporting person received on April 4, 2022 in connection with Embecta's spinoff from BD.

Remarks:

The Power of Attorney dated April 5, 2022 is incorporated herein by reference.

	/s/ John D. Martini (Attorney-in-Fact)	05/12/2022
	** 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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