SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Gliebe Mark Joseph

(Last)

(First)

(Middle)

200 STATE STREET

(Street)

BELOIT

53511

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGAL BELOIT CORP [ RBC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/09/2015		M⁽¹⁾		35,000⁽¹⁾	A	$36.36	148,304	D
Common Stock	03/09/2015		S		23,322	D	$76.5127⁽²⁾	124,982	D
Common Stock								797⁽³⁾	I	Retirement Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Options	$36.36	03/09/2015		M			35,000	01/27/2007⁽⁴⁾	01/27/2016	Common Stock	35,000	$0	0	D
Stock Appreciation Rights	$48.05							02/06/2009⁽⁵⁾	02/06/2017	Common Stock	35,000		35,000	D
Stock Appreciation Rights	$42.28							05/02/2010⁽⁶⁾	05/02/2018	Common Stock	35,000		35,000	D
Stock Appreciation Rights	$42.65							05/08/2011⁽⁶⁾	05/08/2019	Common Stock	35,000		35,000	D
Stock Appreciation Rights	$61.36							05/05/2012⁽⁶⁾	05/05/2020	Common Stock	42,500		42,500	D
Stock Appreciation Rights	$72.29							05/04/2013⁽⁶⁾	05/04/2021	Common Stock	65,000		65,000	D
Stock Appreciation Rights	$63.56							05/03/2014⁽⁶⁾	05/03/2022	Common Stock	99,600		99,600	D
Stock Appreciation Rights	$64.99							05/02/2015⁽⁷⁾	05/02/2023	Common Stock	63,850		63,850	D
Stock Appreciation Rights	$75.76							05/07/2016⁽⁸⁾	05/07/2024	Common Stock	55,650		55,650	D

Explanation of Responses:

1. Shares acquired through the exercise of stock options that otherwise would have expired on January 27, 2016.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $76.40 to $76.63. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

3. Balance reflects the most current data available with regard to holdings in the Regal-Beloit Corporation Retirement Savings Plan.

4. Grant to reporting person of option to buy shares of common stock under the 2003 Equity Incentive Plan. The option vests and becomes exercisable 40% on the second anniversary of the date of grant, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary.

5. Granted as stock-settled Stock Appreciation Rights (SARs) under the 2003 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary of the date of grant, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary.

6. Granted as stock-settled SARs under the 2007 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary of the date of grant, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary.

7. Granted as stock-settled SARs under the 2013 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary of the date of grant, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary.

8. Granted as stock-settled Stock Appreciation Rights (SARs) under the 2013 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary of the date of grant, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary.

Remarks:

	/s/ Peter C. Underwood as Power of Attorney	03/10/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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