SEC Form 4 filed by Ostermann Douglas R
$VGNT
| 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)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Versigent PLC [ VGNT ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/02/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 | ||||||
| Ordinary shares, par value $0.01 per share | 04/02/2026(1)(2) | A | 126,104(3) | A | (3) | 126,104(4) | D | |||
| 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 | ||||||||
| Explanation of Responses: |
| 1. On April 1, 2026 (the "Distribution Date"), Aptiv PLC ("Aptiv") completed a distribution of all of the ordinary shares, par value $0.01 per share, of the Issuer ("Issuer Ordinary Shares") to holders of ordinary shares of Aptiv ("Aptiv Ordinary Shares") on a pro rata basis (the "Distribution"). |
| 2. Under the Employee Matters Agreement, dated March 30, 2026, between Aptiv and Issuer, and the Aptiv Long-Term Incentive Plan (the "LTIP"), each restricted stock unit award with respect to Aptiv Ordinary Shares granted by Aptiv under the LTIP prior to the Distribution Date (each, an "Aptiv RSU Award") was equitably adjusted and converted into a restricted stock unit award with respect to Issuer Ordinary Shares (each, an "Issuer RSU Award"), based on (I) the number of Aptiv Ordinary Shares underlying the Aptiv RSU Award immediately prior to the Distribution and (II) a fraction, the numerator of which is (A) the closing price of an Aptiv Ordinary Share on the New York Stock Exchange ("NYSE") on the trading day immediately after the Distribution Date, and (B) the denominator of which is the two-day volume-weighted average price of an Issuer Ordinary Share on the NYSE during the first and second trading days immediately after the Distribution (the "Award Conversion"). |
| 3. Represents Issuer RSU Awards upon the conversion of certain Aptiv RSU Awards held by the Reporting Person as of immediately prior to the Distribution pursuant to the Award Conversion. The Issuer RSU Awards are subject to the terms of the Versigent PLC 2026 Long-Term Incentive Plan and are generally subject to substantially the same terms, vesting conditions and other restrictions as applicable to the related Aptiv RSU Award as of immediately prior to the Distribution. |
| 4. This amount includes Issuer Ordinary Shares received by the Reporting Person in connection with the Distribution. |
| /s/ Janis Acosta, attorney-in-fact for Douglas R. Ostermann | 04/06/2026 | |
| ** 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. | ||
| * Form 4: SEC 1474 (03-26) | ||