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*
LAWDAY MARK JAMES

(Last) (First) (Middle)
LUXFER HOLDINGS PLC, LUMNS LANE

(Street)
MANCHESTER X0 M27 8LN

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/15/2023
3. Issuer Name and Ticker or Trading Symbol
LUXFER HOLDINGS PLC [ LXFR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
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 1,898(1) 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Dividend Equivalent Rights (2) 03/26/2023 Ordinary Shares 91 (3) D
Stock Options (Right to Buy) (4) 03/14/2025 Ordinary Shares 750 (5) D
Dividend Equivalent Rights (6) 03/14/2025 Ordinary Shares 175 (7) D
Stock Options (Right to Buy) (8) 12/13/2025 Ordinary Shares 1,000 (5) D
Dividend Equivalent Rights (9) 12/13/2025 Ordinary Shares 144 (7) D
Stock Options (Right to Buy) (10) 03/15/2027 Ordinary Shares 1,600 (5) D
Dividend Equivalent Rights (11) 03/15/2027 Ordinary Shares 68 (7) D
Stock Options (Right to Buy) (12) 03/14/2028 Ordinary Shares 3,000 (5) D
Dividend Equivalent Rights (13) 03/14/2028 Ordinary Shares 75 (7) D
Explanation of Responses:
1. The amount above includes 862 Ordinary Shares acquired pursuant to the Luxfer Holdings PLC Share Incentive Plan.
2. Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of 50 pence per Ordinary Share. The Stock Options to which these Dividend Equivalent Rights relate are fully vested and exercisable.
3. Dividend Equivalent Rights convert 1 for 1, subject to a nominal payment of 50 pence per Ordinary Share.
4. The remaining Stock Options vest on March 14, 2023.
5. 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.
6. Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of $1.00 per Ordinary Share. Of the total 175 Dividend Equivalent Rights indicated above, 79 are vested and exercisable and 96 will vest and become exercisable on March 14, 2023.
7. Dividend Equivalent Rights convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.
8. Of the total 1,000 Stock Options indicated above, 500 are vested and exercisable. The remaining 500 Stock Options vest on December 13, 2023.
9. Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of $1.00 per Ordinary Share. Of the total 144 Dividend Equivalent Rights indicated above, 86 are vested and exercisable and 58 will vest and become exercisable on December 13, 2023.
10. Of the total 1,600 Stock Options indicated above, 400 are vested and exercisable. The remaining 1,200 Stock Options will vest and become exercisable in three equal annual installments beginning on March 15, 2023.
11. Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of $1.00 per Ordinary Share. Of the total 68 Dividend Equivalent Rights indicated above, 9 are vested and exercisable and 59 will vest and become exercisable in accordance with the vesting schedule specified in footnote 10.
12. The Stock Options vest in four equal annual installments beginning on March 14, 2023.
13. Represents Dividend Equivalent Rights accrued on Stock Options, which become exercisable proportionately with the Stock Options to which they relate in accordance with the vesting schedule specified in footnote 12. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share, subject to a nominal payment of $1.00 per Ordinary Share.
Remarks:
Vice President and General Manager, Luxfer Gas Cylinders - Europe
/s/ Megan E. Glise under Power of Attorney for Mark J. Lawday 02/15/2023
** 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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