Regal Rexnord (RRX) Form 4 REGAL REXNORD / Scott Douglas Brown 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^*

Brown Scott Douglas

(Last) (First) (Middle)

200 STATE STREET

(Street)

BELOIT WI 53511

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REGAL REXNORD CORP [ RRX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Segment President*

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2021

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	10/15/2021		A		7.63(1)	A	$144.25	5,487.63(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	$72.28(3)							05/07/2016(4)	05/07/2024	Common Stock	2,830(3)		2,830	D
Stock Appreciation Rights	$74.56(3)							05/12/2017(4)	05/12/2025	Common Stock	4,402(3)		4,402	D
Stock Appreciation Rights	$54.79(3)							05/11/2018(4)	05/11/2026	Common Stock	6,907(3)		6,907	D
Stock Appreciation Rights	$76.99(3)							05/10/2019(4)	05/10/2027	Common Stock	4,509(3)		4,509	D
Stock Appreciation Rights	$74.04(3)							05/09/2020(5)	05/09/2028	Common Stock	4,552(3)		4,552	D
Stock Appreciation Rights	$78.05(3)							05/08/2021(5)	05/08/2029	Common Stock	5,044(3)		5,044	D
Stock Appreciation Rights	$84.39(3)							02/18/2021(6)	02/18/2030	Common Stock	6,170(3)		6,170	D
Stock Appreciation Rights	$133.77(3)							02/23/2022(6)	02/23/2031	Common Stock	4,725(3)		4,725	D

Explanation of Responses:

1. Represents additional restricted stock units credited to the reporting person under the dividend equivalent reinvestment provision of the reporting person's outstanding restricted stock unit awards as a result of a quarterly dividend payment. The additional restricted stock units resulting from the dividend equivalent reinvestment are subject to the same terms and conditions, including vesting, as the outstanding restricted stock unit awards to which they are attributable.

2. The number of shares of common stock subject to the reporting person's restricted stock unit awards was increased by 160 shares to preserve the intrinsic value of such awards following the payment of a special dividend that took place in connection with the transactions ("Transactions") set forth in that certain Agreement and Plan of Merger, dated as of February 15, 2021, by and among Regal Beloit Corporation, Rexnord Corporation, Land Newco, Inc., and Phoenix 2021, Inc. The total number of shares beneficially owned by the reporting person has been updated to reflect the adjustment.

3. The number of shares of common stock subject to the reporting person's stock appreciation rights awards was increased, and the per share strike price of such awards was decreased, to preserve the intrinsic value of such awards following the payment of a special dividend that took place in connection with the Transactions. The total number of shares subject to, and the per share strike price of, such awards, has been updated to reflect the adjustment.

4. Granted as stock-settled stock appreciation rights under the 2013 Equity Incentive Plan. The stock appreciation rights vest and become exercisable 40% on the second anniversary, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary of the date of the grant.

5. Granted as stock-settled stock appreciation rights under the 2018 Equity Incentive Plan. The stock appreciation rights vest and become exercisable 40% on the second anniversary, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary of the date of the grant.

6. Granted as stock-settled stock appreciation rights under the 2018 Equity Incentive Plan. The stock appreciation rights vest and become exercisable 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant.

Remarks:

*President, Commercial Systems Segment

	/s/ Thomas E. Valentyn, as Power of Attorney	10/19/2021
	** 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).
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