SEC Form 4 · accession 0001140361-18-022563
nVent Electric plc · NVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Randall J Hogan
Director
Period of report
May 7, 2018
Accepted (ET)
May 9, 2018 · 5:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001720635
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares - Restricted Stock UnitsF2 | May 7, 2018 | A | 5,130 | $0.00 | A | 225,360 | D | |
| Ordinary SharesF3 | holding | — | — | — | 33,055 | D | ||
| Ordinary SharesF3 | holding | — | — | — | 439,115 | I | By Trust | |
| Ordinary SharesF3 | holding | — | — | — | 7,768 | I | By GRAT | |
| Ordinary SharesF3 | holding | — | — | — | 13,442 | I | By Spouse Trust | |
| Ordinary Shares - ESOPF3 | holding | — | — | — | 2,295 | I | By ESOP | |
| Ordinary Shares - Deferral PlanF3,F4 | holding | — | — | — | 61,159 | I | Plan Agent |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonqualified Stock Option (right to buy)F5,F6 | $8.37 | holding | — | — | — | — | Jan 2, 2019 | Ordinary Shares | 204,462 | 204,462 | D |
| Nonqualified Stock Option (right to buy)F5,F6 | $11.28 | holding | — | — | — | — | Jan 4, 2020 | Ordinary Shares | 361,175 | 361,175 | D |
| Nonqualified Stock Option (right to buy)F5,F6 | $12.49 | holding | — | — | — | — | Jan 3, 2021 | Ordinary Shares | 170,663 | 170,663 | D |
| Nonqualified Stock Option (right to buy)F5,F6 | $11.53 | holding | — | — | — | — | Jan 3, 2022 | Ordinary Shares | 193,030 | 193,030 | D |
| Nonqualified Stock Option (right to buy)F5,F6 | $17.10 | holding | — | — | — | — | Jan 2, 2023 | Ordinary Shares | 198,065 | 198,065 | D |
| Nonqualified Stock Option (right to buy)F5,F6 | $17.80 | holding | — | — | — | — | Mar 15, 2023 | Ordinary Shares | 27,176 | 27,176 | D |
| Nonqualified Stock Option (right to buy)F5,F6 | $25.96 | holding | — | — | — | — | Jan 2, 2024 | Ordinary Shares | 136,052 | 136,052 | D |
| Nonqualified Stock Option (right to buy)F5,F6 | $22.52 | holding | — | — | — | — | Jan 2, 2025 | Ordinary Shares | 186,066 | 186,066 | D |
| Nonqualified Stock Option (right to buy)F5,F7 | $16.65 | holding | — | — | — | — | Jan 4, 2026 | Ordinary Shares | 323,900 | 323,900 | D |
| Nonqualified Stock Option (right to buy)F5,F8 | $19.57 | holding | — | — | — | — | Jan 3, 2027 | Ordinary Shares | 185,283 | 185,283 | D |
Explanation of responses
- F1Restricted stock units granted pursuant to and subject to a vesting condition of the nVent Electric plc 2018 Omnibus Incentive Plan. Each restricted stock unit represents a right to receive one nVent Electric plc share upon vesting.
- F2Includes 220,229.9 restricted stock units ("RSUs") as a result of each outstanding Pentair plc RSU being converted into an RSU denominated in nVent Electric plc ordinary shares in a manner intended to preserve the aggregate intrinsic value of the original Pentair plc RSU in connection with the spin-off of nVent Electric plc from Pentair plc.
- F3Reflects ordinary shares received in a pro-rata distribution upon completion of the spin-off of nVent Electric plc from Pentair plc in an exempt transaction pursuant to Rule 16a-9.
- F4Shares of nVent Electric plc will be delivered to the reporting person in accordance with their irrevocable deferral election.
- F5Each outstanding Pentair plc stock option was converted into an award of options to purchase nVent Electric plc ordinary shares In connection with the spin-off of nVent Electric plc from Pentair plc. The number of shares and exercise prices of each option award were adjusted in a manner intended to preserve the aggregate intrinsic value of the original Pentair plc stock option.
- F6This option is presently exercisable in full.
- F7Two-thirds of this option is presently exercisable. The remaining one-third becomes exercisable on January 4, 2019.
- F8One-third of this option is presently exercisable. The remaining two-thirds become exercisable on January 3, 2019 and January 3, 2020.