Chief Executive Officer Pinkham Louis V. exercised 55,581 shares at a strike of $78.05, sold $1,579,583 worth of shares (8,774 units at $180.03) and covered exercise/tax liability with 38,032 shares, increasing direct ownership by 9% to 111,586 units (SEC Form 4)
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Metal Fabrications
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REGAL REXNORD CORP [ RRX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 11/07/2024 | M(1) | 55,581 | A | $78.05 | 158,392.007(2) | D | |||
| Common Stock | 11/07/2024 | S(1) | 8,774 | D | $180.03(3) | 149,618.007(2) | D | |||
| Common Stock | 11/07/2024 | F(1) | 38,032 | D | $178.92 | 111,586.007(2) | D | |||
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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 | ||||||||
| Stock Appreciation Rights | $78.05 | 11/07/2024 | M(1) | 55,581 | 05/08/2021(4) | 05/08/2029 | Common Stock | 55,581 | $0 | 0 | D | ||||
| Stock Appreciation Rights | $84.39 | 02/18/2021(5) | 02/18/2030 | Common Stock | 47,511 | 47,511 | D | ||||||||
| Stock Appreciation Rights | $133.77 | 02/23/2022(5) | 02/23/2031 | Common Stock | 33,374 | 33,374 | D | ||||||||
| Stock Appreciation Rights | $151.27 | 02/23/2023(5) | 02/23/2032 | Common Stock | 32,723 | 32,723 | D | ||||||||
| Stock Appreciation Rights | $154.2 | 02/23/2024(5) | 02/23/2033 | Common Stock | 30,327 | 30,327 | D | ||||||||
| Stock Appreciation Rights | $168.47 | 02/23/2025(6) | 02/23/2034 | Common Stock | 28,560 | 28,560 | D | ||||||||
| Explanation of Responses: |
| 1. Exercise of Stock Appreciation Rights ("SARs") expiring on May 8, 2029. Of the 17,549 underlying shares that the reporting person received net of shares withheld to cover the SARs' exercise price and applicable taxes, 8,775 shares were retained and the remaining 8,774 shares were sold as indicated in this Form 4 for tax and estate planning purposes. |
| 2. Amount beneficially owned reflects deduction of 263.228 dividend equivalent shares ("DSUs") associated with unearned performance share units that were inadvertently credited to the reporting person in previous Form 4 reports. These DSUs will be credited to the reporting person's beneficial ownership total when, if and as earned. |
| 3. The price in Column 4 is a weighted average price. The prices actually received ranged from $180.00 to $180.55. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price. |
| 4. Granted as stock-settled SARs under the 2018 Equity Incentive Plan. The SARs 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 SARs under the 2018 Equity Incentive Plan. The SARs 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. |
| 6. Granted as stock-settled SARs under the 2023 Omnibus Incentive Plan. The SARs 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: |
| /s/ Hugo Dubovoy Jr., as Power of Attorney | 11/12/2024 | |
| ** 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. | ||