SEC Form 4 · accession 0001209191-18-034462

nVent Electric plc · NVT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1In November 2017, Trian Partners Strategic Investment Fund-N, L.P. ("TPSIF-N") entered into privately negotiated back-to-back call and put transactions with a counterparty through which it became entitled to the same economic gain or loss as if it had purchased shares of Pentair plc. Upon the distribution of ordinary shares of the Issuer to holders of ordinary shares of Pentair plc on April 30, 2018, the back-to-back call and put transactions were adjusted, in accordance with their terms, to permit TPSIF-N to acquire both ordinary shares of Pentair plc and ordinary shares of the Issuer. More specifically, following the adjustment, these transactions incorporated back-to-back call options and puts (the "nVent Options") pursuant to which, on or prior to November 20, 2018 (the "Exercise Date"), TPSIF-N could acquire the number of shares of the Issuer set forth above at the exercise price set forth above (the "Exercise Price").
• F10The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $26.61 to $27.15. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
• F2(FN 1, contd.) The call options could be exercised at any time, in whole or in part, on or prior to the Exercise Date. TPSIF-N was also party to a put option with the counterparty for the same number of shares of the Issuer pursuant to which, if on the Exercise Date the call options had not been exercised by TPSIF-N and the Exercise Price were greater than the closing price of the shares on the Expiration Date (the "Closing Price"), the counterparty could require TPSIF-N to, at such person's election, either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the Exercise Price over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price. With the exercise of any call option, a corresponding number of put options would be automatically terminated.
• F3(FN 2, contd.) As part of these transactions, TPSIF-N paid the counterparty a financing fee based on the number of days that the nVent Options that it holds are outstanding, which fee was calculated using a monthly rate equal to one month LIBOR plus an applicable spread. No premium was paid by either of the parties in connection with the nVent Options. Until exercised, the nVent Options did not give TPSIF-N any direct or indirect voting, investment or dispositive control over the underlying shares.
• F4The put-call option was previously reported at an exercise price of 23.2033 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
• F5Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., TPSIF-N, Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Fund (Sub)-G, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund-G III, L.P., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (collectively, the "Trian Entities") and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them.
• F6(FN 5, contd.) Mr. Baldwin is a limited partner of certain affiliates of the Trian Entities and Trian Management and therefore may be deemed to have an indirect interest in the shares which they hold. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Baldwin is a director of the Issuer.
• F7The put-call option was previously reported at an exercise price of $23.296 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.
• F8The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $26.15 to $26.50. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.
• F9The price shown in Column 4 is a weighted average purchase price. The price range for the purchases is $26.14 to $26.50. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price.