Sec Form 4 Filing - Wardlow Graham @ LUXFER HOLDINGS PLC - 2024-06-10

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Wardlow Graham
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
(Last) (First) (Middle)
LUXFER HOLDINGS PLC, LUMNS LANE
3. Date of Earliest Transaction (MM/DD/YY)
06/10/2024
(Street)
MANCHESTER, X0M27 8LN
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/10/2024 M 1,285 A 31,979 D
Ordinary Shares 06/10/2024 M 199 A 32,178 D
Ordinary Shares 06/10/2024 M 2,315 A 34,493 D
Ordinary Shares 06/10/2024 M 800 A 35,293 D
Ordinary Shares 06/10/2024 M 87 A 35,380 D
Ordinary Shares 06/10/2024 M 1,280 A 36,660 D
Ordinary Shares 06/10/2024 M 1,000 A 37,660 D
Ordinary Shares 06/10/2024 M 83 A 37,743 D
Ordinary Shares 06/10/2024 M 1,150 A 38,893 D
Ordinary Shares 06/10/2024 M 55 A 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wardlow Graham
LUXFER HOLDINGS PLC
LUMNS LANE
MANCHESTER, X0M27 8LN
See Remarks
Signatures
/s/ Megan E. Glise under Power of Attorney for Graham Wardlow 06/12/2024
Signature of Reporting Person Date
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

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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