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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | 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 control number. | SEC 2270 (9-02) | ||
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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 Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Stock Options (Right to Buy) | 05/08/2023 | M4 | 750 | (6) | 03/14/2025 | Ordinary Shares |
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(2) | 0 |
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| Dividend Equivalent Rights (7) | 05/08/2023 | M4 | 181 | (8) | 03/14/2025 | Ordinary Shares |
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(3) | 0 |
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| Stock Options (Right to Buy) | 05/08/2023 | M4 | 500 | (9) | 12/13/2025 | Ordinary Shares |
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(2) | 500 (10) |
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| Dividend Equivalent Rights (7) | 05/08/2023 | M4 | 93 | (11) | 12/13/2025 | Ordinary Shares |
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(3) | 51 (12) |
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| Stock Options (Right to Buy) | 05/08/2023 | M4 | 800 | (13) | 03/15/2027 | Ordinary Shares |
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(2) | 800 |
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| Dividend Equivalent Rights (7) | 05/08/2023 | M4 | 31 | (14) | 03/15/2027 | Ordinary Shares |
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(3) | 87 |
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| Stock Options (Right to Buy) | 05/08/2023 | M4 | 750 | (15) | 03/14/2028 | Ordinary Shares |
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(2) | 2,250 |
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| Dividend Equivalent Rights (7) | 05/08/2023 | M4 | 24 | (16) | 03/14/2028 | Ordinary Shares |
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(3) | 190 |
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| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LAWDAY MARK JAMES LUXFER HOLDINGS PLC, LUMNS LANE MANCHESTER, X0 M27 8LN |
See Remarks | |||
| /s/ Megan E. Glise under Power of Attorney for Mark J. Lawday | 02/14/2024 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents the exercise of Stock Options and related Dividend Equivalent Rights on May 8, 2023, as detailed in Table II of this Form 5. This transaction was not previously reported on Form 4 due to an inadvertent administrative error. |
| (2) | Stock Options convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share. |
| (3) | Dividend Equivalent Rights convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share. |
| (4) | Represents the payment of exercise price and tax liabilities by withholding Ordinary Shares incident to the exercise of derivative securities on May 8, 2023. This transaction was not previously reported on Form 4 due to an inadvertent administrative error. |
| (5) | Represents the on-market sale of 525 Ordinary Shares on August 9, 2023. This transaction was not previously reported on Form 4 due to an inadvertent administrative error. |
| (6) | The subject Stock Options fully vested and became exercisable on March 14, 2023. |
| (7) | Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of $1.00 per Ordinary Share. |
| (8) | The subject Dividend Equivalent Rights fully vested and became exercisable on March 14, 2023. |
| (9) | The subject Stock Options vested and became exercisable on December 13, 2022. |
| (10) | The subject Stock Options fully vested and became exercisable on December 13, 2023. As of December 31, 2023, the Stock Options have not been exercised. |
| (11) | The subject Dividend Equivalent Rights vested and became exercisable on December 13, 2020, December 13, 2021, and December 13, 2022. |
| (12) | The subject Dividend Equivalent Rights fully vested and became exercisable on December 13, 2023. As of December 31, 2023, the Dividend Equivalent Rights have not been exercised. |
| (13) | The subject Stock Options vested and became exercisable in equal installments on March 15, 2022 and March 15, 2023. The remaining Stock Options will vest and become exercisable in two equal annual installments on March 15, 2024 and March 15, 2025. |
| (14) | The subject Dividend Equivalent Rights vested and became exercisable on March 15, 2022 and March 15, 2023. The remaining Dividend Equivalent Rights will vest and become exercisable in two annual installments on March 15, 2024 and March 15, 2025. |
| (15) | The subject Stock Options vested and became exercisable on March 14, 2023. The remaining Stock Options vest and become exercisable in three equal annual installments beginning on March 14, 2024. |
| (16) | The subject Dividend Equivalent Rights vested and became exercisable on March 14, 2023. The remaining Dividend Equivalent Rights will vest and become exercisable in three annual installments beginning on March 14, 2024. |
| Remarks: Vice President and General Manager, Luxfer Gas Cylinders - Europe |
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