Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

Wardlow Graham

(Last)

(First)

(Middle)

LUXFER HOLDINGS PLC

LUMNS LANE

(Street)

MANCHESTER

M27 8LN

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LUXFER HOLDINGS PLC [ LXFR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	06/10/2024		M		1,285	A	⁽¹⁾	31,979	D
Ordinary Shares	06/10/2024		M		199	A	⁽¹⁾	32,178	D
Ordinary Shares	06/10/2024		M		2,315	A	⁽¹⁾	34,493	D
Ordinary Shares	06/10/2024		M		800	A	⁽¹⁾	35,293	D
Ordinary Shares	06/10/2024		M		87	A	⁽¹⁾	35,380	D
Ordinary Shares	06/10/2024		M		1,280	A	⁽¹⁾	36,660	D
Ordinary Shares	06/10/2024		M		1,000	A	⁽¹⁾	37,660	D
Ordinary Shares	06/10/2024		M		83	A	⁽¹⁾	37,743	D
Ordinary Shares	06/10/2024		M		1,150	A	⁽¹⁾	38,893	D
Ordinary Shares	06/10/2024		M		55	A	⁽¹⁾	38,948	D
Ordinary Shares	06/10/2024		F		4,172	D	$11.55	34,776	D
Ordinary Shares								7,520	I	By Spouse

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	⁽¹⁾	06/10/2024		M			1,285	⁽²⁾	03/13/2026	Ordinary Shares	1,285	⁽¹⁾	0	D
Dividend Equivalent Rights	⁽³⁾	06/10/2024		M			199	⁽³⁾	03/13/2026	Ordinary Shares	199	⁽³⁾	0	D
Stock Options (Right to Buy)	⁽¹⁾	06/10/2024		M			2,315	⁽⁴⁾	03/13/2026	Ordinary Shares	2,315	⁽¹⁾	0	D
Stock Options (Right to Buy)	⁽¹⁾	06/10/2024		M			800	⁽⁵⁾	03/15/2027	Ordinary Shares	800	⁽¹⁾	800	D
Dividend Equivalent Rights	⁽³⁾	06/10/2024		M			87	⁽³⁾	03/15/2027	Ordinary Shares	87	⁽³⁾	92	D
Stock Options (Right to Buy)	⁽¹⁾	06/10/2024		M			1,280	⁽⁶⁾	03/15/2027	Ordinary Shares	1,280	⁽¹⁾	1,280	D
Stock Options (Right to Buy)	⁽¹⁾	06/10/2024		M			1,000	⁽⁷⁾	03/14/2028	Ordinary Shares	1,000	⁽¹⁾	2,000	D
Dividend Equivalent Rights	⁽³⁾	06/10/2024		M			83	⁽³⁾	03/14/2028	Ordinary Shares	83	⁽³⁾	254	D
Stock Options (Right to Buy)	⁽¹⁾	06/10/2024		M			1,150	⁽⁸⁾	03/20/2029	Ordinary Shares	1,150	⁽¹⁾	3,450	D
Dividend Equivalent Rights	⁽³⁾	06/10/2024		M			55	⁽³⁾	03/20/2029	Ordinary Shares	55	⁽³⁾	172	D

Explanation of Responses:

1. 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.

2. Represents the exercise of time-based Stock Options awarded on March 13, 2020. The subject Stock Options fully vested and were exercisable as of March 13, 2024. The time-based Stock Options are fully vested and exercised.

3. Represents dividend equivalent rights accrued on employee 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. The subject dividend equivalent rights convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.

4. Represents the exercise of performance-based Stock Options (at 50% target) awarded on March 13, 2020. One-half of the performance-based Stock Options vested and became exercisable on March 13, 2023 upon achievement of relative Total Shareholder Return (TSR) goals for the performance period ended December 31, 2022, and the remaining balance vested on March 13, 2024. The performance-based Stock Options are fully vested and exercised.

5. Represents the exercise of time-based Stock Options awarded on March 15, 2021. The subject Stock Options vested and were exercisable as of March 15, 2024. The remaining Stock Options vest and become exercisable on March 15, 2025.

6. Represents the exercise of performance-based Stock Options (at 200% target) awarded on March 15, 2021. One-third of the performance-based Stock Options vested and became exercisable on March 15, 2023 upon the achievement of an adjusted diluted EPS performance measure for the performance period ended December 31, 2021. A further one-third of the performance-based Stock Options vested on March 15, 2024, and the remaining balance will vest and become exercisable on March 15, 2025.

7. Represents the exercise of time-based Stock Options awarded on March 14, 2022. The subject Stock Options vested and were exercisable as of March 14, 2024. The remaining Stock Options vest and become exercisable in two equal annual installments on March 14, 2025 and March 14, 2026.

8. Represents the exercise of time-based Stock Options awarded on March 20, 2023. The subject Stock Options vested and were exercisable as of March 20, 2024. The remaining Stock Options vest in three equal annual installments beginning on March 20, 2025.

Remarks:

Managing Director, Luxfer MEL Technologies

	/s/ Megan E. Glise under Power of Attorney for Graham Wardlow	06/12/2024
	** 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.
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