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^*

STORCH CHRISTIAN

(Last)

(First)

(Middle)

C/O ALTRA INDUSTRIAL MOTION CORP.

300 GRANITE STREET SUITE 201

(Street)

BRAINTREE

02184

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Altra Industrial Motion Corp. [ AIMC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2018

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, par value, $0.001	10/16/2018		A		4,709⁽¹⁾	A	$39.4	30,178	D
Common Stock, par value, $0.001	10/16/2018		A		1,923⁽²⁾	A	$39.4	32,101	D
Common Stock, par value, $0.001	10/16/2018		A		3,867⁽³⁾	A	$39.4	35,968	D
Common Stock, par value, $0.001								65,618	I	By Trust⁽⁴⁾

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)

Explanation of Responses:

1. Represents performance shares (and related accrued dividend equivalents) that were converted on October 16, 2018 into restricted common stock, par value $0.001 ("Restricted Common Stock"), upon the Compensation Committee's determination that certain performance goals had been met. The recent transaction between the Company and Fortive Corporation, which closed on October 1, 2018, constituted a "change in control" with respect to the performance shares resulting in the conversion of such performance shares into Restricted Common Stock based on the level of achievement of performance goals that measured the Company's total shareholder return ("TSR") against the TSR of a peer group of companies over the period from January 1, 2016 to September 30, 2018. The Restricted Common Stock is subject to forfeiture until February 15, 2019.

2. Represents performance shares (and related accrued dividend equivalents) that were converted on October 16, 2018 into restricted common stock, par value $0.001 ("Restricted Common Stock"), upon the Compensation Committee's determination that certain performance goals had been met. The recent transaction between the Company and Fortive Corporation, which closed on October 1, 2018, constituted a "change in control" with respect to the performance shares resulting in the conversion of such performance shares into Restricted Common Stock based on the level of achievement of performance goals that measured the Company's total shareholder return ("TSR") against the TSR of a peer group of companies over the period from January 1, 2017 to September 30, 2018. The Restricted Common Stock is subject to forfeiture until February 23, 2020.

3. Represents performance shares (and related accrued dividend equivalents) that were converted on October 16, 2018 into restricted common stock, par value $0.001 ("Restricted Common Stock"), upon the Compensation Committee's determination that certain performance goals had been met. The recent transaction between the Company and Fortive Corporation, which closed on October 1, 2018, constituted a "change in control" with respect to the performance shares resulting in the conversion of such performance shares into Restricted Common Stock based on the level of achievement of performance goals that measured the Company's return on invested capital over the period from January 1, 2018 to September 30, 2018. The Restricted Common Stock is subject to forfeiture until February 15, 2021.

4. The Shares are held in a trust for which Mr. Storch serves as the trustee.

Remarks:

	Todd Patriacca, Attorney-In-Fact	10/18/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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