Chief Human Resources Officer Campion Michele converted options into 2,654 shares, covered exercise/tax liability with 4,558 shares and was granted 7,544 shares, increasing direct ownership by 134% to 9,839 units (SEC Form 4)
$ESAB
Industrial Machinery/Components
Industrials
| 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
ESAB Corp [ ESAB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/12/2025 | ||||||||||||||||||||||||||
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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, par value $0.001 | 05/12/2025 | M | 819 | A | (1) | 5,018 | D | |||
| Common stock, par value $0.001 | 05/12/2025 | F | 273(2) | D | $128.66 | 4,745 | D | |||
| Common stock, par value $0.001 | 05/12/2025 | M | 1,835 | A | (1) | 6,580 | D | |||
| Common stock, par value $0.001 | 05/12/2025 | F | 641(2) | D | $128.66 | 5,939 | D | |||
| Common stock, par value $0.001 | 05/12/2025 | A | 7,544(3) | A | (3) | 13,483 | D | |||
| Common stock, par value $0.001 | 05/12/2025 | F | 3,644(4) | D | $128.66 | 9,839 | 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 | ||||||||
| Restricted Stock Units | (1) | 05/12/2025 | M | 819 | 05/12/2023(5) | 05/12/2025 | Common stock, par value $0.001 | 819 | $0 | 0 | D | ||||
| Restricted Stock Units | (1) | 05/12/2025 | M | 1,835 | 05/12/2025(6) | 05/12/2027 | Common stock, par value $0.001 | 1,835 | $0 | 3,671 | D | ||||
| Explanation of Responses: |
| 1. Each restricted stock unit represents a contingent right to receive one share of common stock of ESAB Corporation. |
| 2. Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the reporting person's tax liability based upon the vesting of restricted stock units. No shares were sold by the reporting person to satisfy this tax liability. |
| 3. Represents shares vested pursuant to performance-based restricted stock units granted on May 12, 2022, which vesting was subject to the certification of certain performance criteria. The award vested on May 12, 2025. |
| 4. Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the reporting person's tax liability based upon the vesting of performance-based restricted stock units. No shares were sold by the reporting person to satisfy this tax liability. |
| 5. This award represents restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. All remaining restricted stock units from this award vested on May 12, 2025. |
| 6. This award represents restricted stock units that vest in three equal annual installments beginning on the third anniversary of the grant date. The remaining restricted stock units from this award will vest in two equal tranches on May 12, 2026 and May 12, 2027. |
| Remarks: |
| /s/ Curtis E. Jewell, Attorney-in-Fact | 05/14/2025 | |
| ** 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. | ||