SEC Form 4 · accession 0001140361-18-022565
nVent Electric plc · NVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald Merriman
Director
Period of report
May 7, 2018
Accepted (ET)
May 9, 2018 · 5:40 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 Units | May 7, 2018 | A | 5,130 | $0.00 | A | 5,130 | D | |
| Ordinary SharesF2 | holding | — | — | — | 17,011 | D | ||
| Ordinary SharesF2 | holding | — | — | — | 3,477 | I | By Trust | |
| Ordinary Shares - Deferral PlanF2,F3 | holding | — | — | — | 310 | 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)F4,F5 | $11.28 | holding | — | — | — | — | Jan 4, 2020 | Ordinary Shares | 6,116 | 6,116 | D |
| Nonqualified Stock Option (right to buy)F4,F5 | $12.49 | holding | — | — | — | — | Jan 3, 2021 | Ordinary Shares | 4,225 | 4,225 | D |
| Nonqualified Stock Option (right to buy)F4,F5 | $11.53 | holding | — | — | — | — | Jan 3, 2022 | Ordinary Shares | 6,307 | 6,307 | D |
| Nonqualified Stock Option (right to buy)F4,F5 | $17.10 | holding | — | — | — | — | Jan 2, 2023 | Ordinary Shares | 3,947 | 3,947 | D |
| Nonqualified Stock Option (right to buy)F4,F5 | $25.96 | holding | — | — | — | — | Jan 2, 2024 | Ordinary Shares | 2,260 | 2,260 | D |
| Nonqualified Stock Option (right to buy)F4,F5 | $22.52 | holding | — | — | — | — | Jan 2, 2025 | Ordinary Shares | 4,008 | 4,008 | D |
| Nonqualified Stock Option (right to buy)F4,F6 | $16.65 | holding | — | — | — | — | Jan 4, 2026 | Ordinary Shares | 6,558 | 6,558 | D |
| Nonqualified Stock Option (right to buy)F4,F7 | $19.57 | holding | — | — | — | — | Jan 3, 2027 | Ordinary Shares | 5,244 | 5,244 | D |
| Phantom Stock Units (Deferred Compensation)F9,F8 | — | holding | — | — | — | — | — | Ordinary Shares | 127 | 127 | I |
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.
- F2Reflects 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.
- F3Shares of nVent Electric plc will be delivered to the reporting person in accordance with their irrevocable deferral election.
- F4Each 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.
- F5This option is presently exercisable in full.
- F6Two-thirds of this option is presently exercisable. The remaining one-third becomes exercisable on January 4, 2019.
- F7One-third of this option is presently exercisable. The remaining two-thirds become exercisable on January 3, 2019 and January 3, 2020.
- F8Phantom stock units convert into ordinary shares on a one-for-one basis.
- F9Each outstanding Pentair plc phantom stock unit was converted into a nVent Electric plc phantom stock unit in connection with the spin-off of nVent Electric plc from Pentair plc. Settlement of phantom stock units will be in nVent Electric plc ordinary shares in accordance with reporting person's irrevocable election.