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 *
Butcher Andrew
  2. Issuer Name and Ticker or Trading Symbol
LUXFER HOLDINGS PLC [LXFR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
LUXFER HOLDINGS PLC, LUMNS LANE
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2024
(Street)

MANCHESTER, X0 M27 8LN
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
Ordinary Shares 03/13/2024   M   2,228 A (1) 127,273 (2) D  
Ordinary Shares 03/13/2024   F   1,264 D $ 10.17 126,009 D  
Ordinary Shares 03/13/2024   M   1,743 A (1) 127,752 D  
Ordinary Shares 03/13/2024   F   989 D $ 10.17 126,763 D  
Ordinary Shares 03/14/2024   M   6,783 A (1) 133,546 D  
Ordinary Shares 03/14/2024   F   3,845 D $ 10.26 129,701 D  

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
Restricted Stock Units (1) 03/13/2024   M     2,228   (3)   (3) Ordinary Shares 2,228 (1) 0 D  
Restricted Stock Units (1) 03/13/2024   M     1,743   (4)   (4) Ordinary Shares 1,743 (1) 0 D  
Restricted Stock Units (1) 03/14/2024   M     6,783   (5)   (5) Ordinary Shares 6,783 (1) 13,577 (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Butcher Andrew
LUXFER HOLDINGS PLC
LUMNS LANE
MANCHESTER, X0 M27 8LN
  X     Chief Executive Officer  

Signatures

 /s/ Megan E. Glise under Power of Attorney for Andrew Butcher   03/15/2024
**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) Restricted Stock Units convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.
(2) The above figure includes 511 Ordinary Shares, including those accrued related to dividend reinvestment rights, acquired since the Reporting Person's last reportable transaction pursuant to the Luxfer Holdings PLC Employee Stock Purchase Plan (the "ESPP") for the purchase period of June 19, 2023 - December 18, 2023. This transaction is exempt pursuant to Rule 16b-3(c). In accordance with the ESPP, these Ordinary Shares were purchased at a price equal to 85% of the closing price of the Issuer's Ordinary Shares on December 18, 2023.
(3) The Restricted Stock Units fully vested on March 13, 2024. The above figure includes 293 additional Restricted Stock Units accrued related to dividend reinvestment rights.
(4) Represents the grant and vesting of performance-based Restricted Stock Units (at 50% target) awarded on March 13, 2020. One half of the performance-based Restricted Stock Units were granted and vested on March 13, 2023 upon the achievement of relative Total Shareholder Return (TSR) goals for the performance period ended December 31, 2022. The remaining balance was granted and vested on March 13, 2024.
(5) The remaining Restricted Stock Units vest in two equal annual installments on March 14, 2025 and March 14, 2026. The above figure includes 483 additional Restricted Stock Units accrued related to dividend reinvestment rights.
(6) The above figure includes 977 additional Restricted Stock Units accrued related to dividend reinvestment rights.

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