FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DILLARD GEORGE DOUGLAS JR
  2. Issuer Name and Ticker or Trading Symbol
ACUITY BRANDS INC [AYI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ACUITY BRANDS, INC., 1170 PEACHTREE STREET, NE, STE. 1200
3. Date of Earliest Transaction (Month/Day/Year)
01/24/2024
(Street)

ATLANTA, GA 30309
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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
Deferred Restricted Stock Units (1) 01/24/2024   A   681 (2)   01/24/2025(2)   (2) Common Stock 681 $ 0 (3) 681 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DILLARD GEORGE DOUGLAS JR
C/O ACUITY BRANDS, INC.
1170 PEACHTREE STREET, NE, STE. 1200
ATLANTA, GA 30309
  X      

Signatures

 /s/ Chanda Kirchner, Attorney-in-Fact for George Douglas Dillard, Jr.   01/26/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 1-for-1
(2) Deferred Restricted Stock Units (DSUs) issued pursuant to the Issuer's Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan. The DSUs resulted from the Reporting Person's election to receive a portion of annual director fees in the form of a DSU. The DSUs will vest in full on the first anniversary of the grant date, or, if earlier, the date of the next subsequent annual meeting of the Issuer's stockholders following the grant date. Once vested, DSUs will be payable upon retirement in either lump sum or five annual installments.
(3) The number of DSUs received was calculated based on $227.87, which was the average of the high and low sales prices of a share of the Issuer's common stock on the five trading dates immediately preceding the date of grant.

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