SEC Form 4 · accession 0001439288-17-000111
Zurn Elkay Water Solutions Corp · ZWS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Troutman
Officer — Chief Information Officer
Period of report
Sep 8, 2017
Accepted (ET)
Sep 12, 2017 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001439288
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 8, 2017 | M | 39,110 | $4.79 | A | 43,608 | D | |
| Common StockF2 | Sep 8, 2017 | S | 22,914 | $24.15 | D | 20,694 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F3 | $4.79 | Sep 8, 2017 | M | 39,110 | D | — | Nov 30, 2017 | Common Stock | 39,110 | 0 | D |
| Stock Option (right to buy)F3 | $8.888 | holding | — | — | — | — | Jul 29, 2020 | Common Stock | 29,138 | 29,138 | D |
| Stock Option (right to buy)F3 | $22.03 | holding | — | — | — | — | May 11, 2022 | Common Stock | 45,000 | 45,000 | D |
| Stock Option (right to buy)F4 | $19.00 | holding | — | — | — | May 23, 2013 | May 23, 2023 | Common Stock | 25,000 | 25,000 | D |
| Stock Option (right to buy)F5 | $29.31 | holding | — | — | — | Sep 3, 2015 | Sep 3, 2024 | Common Stock | 17,490 | 17,490 | D |
| Stock Option (right to buy)F6 | $25.77 | holding | — | — | — | May 22, 2016 | May 22, 2025 | Common Stock | 25,978 | 25,978 | D |
| Stock Option (right to buy)F6 | $19.70 | holding | — | — | — | May 20, 2017 | May 20, 2026 | Common Stock | 38,768 | 38,768 | D |
| Stock Option (right to buy)F6 | $23.13 | holding | — | — | — | May 19, 2018 | May 19, 2027 | Common Stock | 18,519 | 18,519 | D |
| Performance Stock UnitsF7 | — | holding | — | — | — | — | — | Common Stock | 2,887 | 2,887 | D |
Explanation of responses
- F1Due to an administrative error by a third party provider, the sale of shares reported in the Reporting Person's Form 4, dated September 6, 2017, to satisfy tax withholding obligations and related fees in connection with the vesting of restricted stock units was understated by 2 shares. The Reporting Person actually sold 130 shares on September 6, 2017, and the balance has been updated accordingly on this Form 4.
- F2This transaction was executed in multiple trades at prices ranging from $24.15 to $24.171. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
- F3Option fully vested.
- F4One half of the original option vests three years from the date listed above and the other half vests five years from the date listed above.
- F5The original option vests in four annual installments beginning on the date listed above.
- F6The original option vests in three annual installments beginning on the date listed above.
- F7Each performance stock unit ("PSU") represents a contingent right to receive one share of Rexnord Corporation's common stock if certain conditions are satisfied during the three-year performance period (fiscal 2016-fiscal 2018). Vesting of the PSUs is dependent on the relative total shareholder return of Rexnord Corporation's common stock as compared to companies in the S&P 1500 Industrials Sector Index and on goals related to absolute free cash flow conversion. The target number of PSUs that may be earned is reported above; the maximum amount is 200% of the number reported.