SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Montgomery Gwendolyn Ann

(Last)

(First)

(Middle)

1144 FIFTEENTH STREET

SUITE 1400

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2023

3. Issuer Name and Ticker or Trading Symbol
Gates Industrial Corp plc [ GTES ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Global Human Resources

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	26,484	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Options (right to buy)	⁽¹⁾	03/13/2027	Ordinary Shares	54,198	$7.21	D
Employee Stock Options (right to buy)	⁽¹⁾	03/13/2027	Ordinary Shares	27,099	$9.84	D
Employee Stock Options (right to buy)	⁽²⁾	03/09/2028	Ordinary Shares	5,000	$17.72	D
Employee Stock Options (right to buy)	⁽³⁾	02/22/2029	Ordinary Shares	11,135	$16.46	D
Employee Stock Options (right to buy)	⁽⁴⁾	02/21/2030	Ordinary Shares	11,459	$12.6	D
Employee Stock Options (right to buy)	⁽⁵⁾	02/26/2031	Ordinary Shares	9,286	$15	D
Time-Based Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	1,376	⁽⁷⁾	D
Time-Based Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Ordinary Shares	11,105	⁽⁷⁾	D
Performance-Based Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Ordinary Shares	16,656	⁽¹⁰⁾	D
Time-Based Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Ordinary Shares	36,747	⁽⁷⁾	D
Time-Based Restricted Stock Units	⁽¹²⁾	⁽¹²⁾	Ordinary Shares	22,435	⁽⁷⁾	D
Performance-Based Restricted Stock Units	⁽¹³⁾	⁽¹³⁾	Ordinary Shares	22,435	⁽¹⁰⁾	D

Explanation of Responses:

1. This option award was granted on March 13, 2017. The amount reported is fully vested.

2. This option award was granted on March 9, 2018. The amount reported is fully vested.

3. This option award was granted on February 22, 2019. The amount reported is fully vested.

4. This option award was granted on February 21, 2020. The amount reported is fully vested.

5. This option award was granted on February 26, 2021, and began vesting in three substantially equal annual installments beginning on the first anniversary of the grant date.

6. This time-based restricted stock unit ("TBRSU") award was granted on February 26, 2021 and started vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. The number reported here reflects the TBRSUs outstanding subject to future vesting.

7. Each TBRSU represents a contingent right to receive one ordinary share of the Company. The TBRSU will be settled in either ordinary shares or cash (or a combination thereof).

8. This TBRSU award was granted on February 25, 2022 and started vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. The number reported here reflects the TBRSUs outstanding subject to future vesting.

9. This performance-based restricted stock unit ("PBRSU") award was granted on February 25, 2022 and vests on the date the compensation committee certifies the achievement of the performance measures following the three-year performance period. The number reported here reflects the PBRSUs outstanding subject to future vesting.

10. Each PBRSU represents a contingent right to receive one ordinary share of the Company, subject to adjustment based on the Company's achievement of the three-year performance measures.

11. This TBRSU award was granted on July 27, 2022 and started vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. The number reported here reflects the TBRSUs outstanding subject to future vesting.

12. This TBRSU award was granted on February 28, 2023 and vests in three substantially equal annual installments beginning on the first anniversary of the grant date. The number reported here reflects the TBRSUs outstanding subject to future vesting.

13. This PBRSU award was granted on February 28, 2023 and vests on the date the compensation committee certifies the achievement of the performance measures following the three-year performance period. The number reported here reflects the PBRSUs outstanding subject to future vesting.

Remarks:

Exhibit List: Exhibit 24: Power of Attorney

	/s/ Hillary Barrett-Osborne, attorney-in-fact	11/06/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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