SEC Form 4 · accession 0001140361-18-022589
nVent Electric plc · NVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph A. Ruzynski
Officer — President of Enclosures
Period of report
May 7, 2018
Accepted (ET)
May 9, 2018 · 5:52 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 | 3,946 | $0.00 | A | 8,300 | D | |
| Ordinary SharesF3 | holding | — | — | — | 3,440 | D | ||
| Ordinary Shares - ESOPF3 | holding | — | — | — | 844 | I | By ESOP | |
| Ordinary Shares - Deferral PlanF3,F4 | holding | — | — | — | 193 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6 | $25.34 | May 7, 2018 | A | 19,827 | A | — | May 7, 2028 | Ordinary Shares | 19,827 | 19,827 | D |
| Employee Stock Option (right to buy)F7,F8 | $17.10 | holding | — | — | — | — | Jan 2, 2023 | Ordinary Shares | 3,290 | 3,290 | D |
| Employee Stock Option (right to buy)F7,F8 | $27.12 | holding | — | — | — | — | Mar 3, 2024 | Ordinary Shares | 2,774 | 2,774 | D |
| Employee Stock Option (right to buy)F7,F8 | $22.36 | holding | — | — | — | — | Mar 2, 2025 | Ordinary Shares | 3,787 | 3,787 | D |
| Employee Stock Option (right to buy)F7,F9 | $16.61 | holding | — | — | — | — | Mar 1, 2026 | Ordinary Shares | 4,329 | 4,329 | D |
| Employee Stock Option (right to buy)F7,F10 | $20.22 | holding | — | — | — | — | Mar 1, 2027 | Ordinary Shares | 5,858 | 5,858 | 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.
- F10One-third of this option is presently exercisable. The remaining two-thirds become exercisable on March 1, 2019 and March 1, 2020.
- F2Includes 4,354.02 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.
- F5Employee stock option granted under the nVent Electric plc 2018 Omnibus Incentive Plan.
- F6One-third of the stock options become exercisable on each of January 2, 2019, 2020 and 2021.
- F7Each 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.
- F8This option is presently exercisable in full.
- F9Two-thirds of this option is presently exercisable. The remaining one-third becomes exercisable on March 1, 2019.