Trimberger Lisa G converted options into 5,218 units of Ordinary Shares and covered exercise/tax liability with 2,611 units of Ordinary Shares (SEC Form 4)
$LXFR
Major Chemicals
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| 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
LUXFER HOLDINGS PLC [ LXFR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Ordinary Shares | 06/05/2024 | M | 5,218 | A | (1) | 13,370 | I | By Lisa G. Trimberger Trust(2) | ||
| Ordinary Shares | 06/05/2024 | F | 2,611 | D | $9.73 | 10,759(3) | I | By Lisa G. Trimberger Trust(2) | ||
| Ordinary Shares | 5,000 | I | As Joint Tenants in Common by Trusts(4) | |||||||
| Ordinary Shares | 5,000 | I | By John R. Trimberger Jr. Trust(5) | |||||||
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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) | 06/05/2024 | M | 5,218 | (6) | (6) | Ordinary Shares | 5,218 | (1) | 0 | I | By Lisa G. Trimberger Trust(2) | |||
| Restricted Stock Units | (7) | 06/06/2024 | A | 8,831 | (8) | (8) | Ordinary Shares | 8,831 | (7) | 8,831 | I | By Lisa G. Trimberger Trust(2) | |||
| Explanation of Responses: |
| 1. Restricted Stock Units convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share. |
| 2. Owned by the Lisa G. Trimberger Trust, of which the Reporting Person is the trustee and the Reporting Person's spouse is the sole beneficiary. |
| 3. Taking into account the Ordinary Shares owned by various trusts in which the Reporting Person has a pecuniary interest, the Reporting Person beneficially owned 20,759 Ordinary Shares following the transactions reported on this Form 4. |
| 4. Owned as Joint Tenants in Common by the (i) Lisa G. Trimberger Trust, of which the Reporting Person is the trustee and the Reporting Person's spouse is the sole beneficiary and (ii) John R. Trimberger Jr. Trust, of which the Reporting Person's spouse is the trustee and the Reporting Person is the sole beneficiary. |
| 5. Owned by the John R. Trimberger Jr. Trust, of which the Reporting Person's spouse is the trustee and the Reporting Person is the sole beneficiary. |
| 6. The Restricted Stock Units fully vested on June 5, 2024. The above figure includes 255 additional Restricted Stock Units acquired from dividend equivalents. Restricted Stock Units accrue dividend equivalents, which are subject to the same terms and conditions as the underlying award and vest therewith. |
| 7. Restricted Stock Units convert to Ordinary Shares on a 1 for 1 basis. |
| 8. Represents the annual non-discretionary grant of awards to the Issuer's Non-Executive Directors in accordance with the terms of the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan. The Restricted Stock Units vest on the day immediately preceding the Issuer's 2025 Annual General Meeting of Shareholders. |
| Remarks: |
| /s/ Megan E. Glise under Power of Attorney for Lisa G Trimberger | 06/06/2024 | |
| ** 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. | ||