Heather Harding - 13 Mar 2022 Form 4/A - Amendment Insider Report for LUXFER HOLDINGS PLC (LXFR)

Role
Other*
Signature
/s/ Megan E. Glise under Power of Attorney for Heather Harding
Issuer symbol
LXFR
Transactions as of
13 Mar 2022
Net transactions value
-$47,526
Form type
4/A - Amendment
Filing time
16 Mar 2022, 16:47:37 UTC
Date Of Original Report
15 Mar 2022
Next filing
16 Mar 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LXFR Ordinary Shares Options Exercise +2,476 +5.2% 50,181 13 Mar 2022 Direct F1
transaction LXFR Ordinary Shares Tax liability $22,358 -1,146 -2.3% $19.51 49,035 13 Mar 2022 Direct F2
transaction LXFR Ordinary Shares Options Exercise +1,527 +3.1% 50,562 14 Mar 2022 Direct F1
transaction LXFR Ordinary Shares Tax liability $13,794 -707 -1.4% $19.51 49,855 14 Mar 2022 Direct F3
transaction LXFR Ordinary Shares Options Exercise +1,260 +2.5% 51,115 14 Mar 2022 Direct F1
transaction LXFR Ordinary Shares Tax liability $11,374 -583 -1.1% $19.51 50,532 14 Mar 2022 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LXFR Restricted Stock Units Options Exercise -2,476 -35% 4,660 13 Mar 2022 Ordinary Shares 2,476 Direct F1, F5
transaction LXFR Restricted Stock Units Options Exercise -1,527 -52% 1,400 14 Mar 2022 Ordinary Shares 1,527 Direct F1, F6
transaction LXFR Restricted Stock Units Options Exercise -1,260 -50% 1,260 14 Mar 2022 Ordinary Shares 1,260 Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Heather Harding is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Restricted Stock Units convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.
F2 The original Form 4, filed on March 15, 2022, stated that 1,231 Ordinary Shares were withheld for payment of conversion price and tax liability when, in fact, 1,146 Ordinary Shares were withheld.
F3 The original Form 4, filed on March 15, 2022, stated that 760 Ordinary Shares were withheld for payment of conversion price and tax liability when, in fact, 707 Ordinary Shares were withheld.
F4 The original Form 4, filed on March 15, 2022, stated that 627 Ordinary Shares were withheld for payment of conversion price and tax liability when, in fact, 583 Ordinary Shares were withheld.
F5 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.
F6 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.
F7 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. The original Form 4, filed on March 15, 2022, is being amended by this Form 4/A solely to correct an administrative error, which misstated the number of Ordinary Shares withheld for payment of conversion price and tax liability with respect to three transactions. See Footnotes 2-4. As a result of this administrative error, the number of Ordinary Shares beneficially owned by the Reporting Person following the corrected transactions increased by 182 Ordinary Shares.