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)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2018

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	05/29/2018		M		35,000	A	$42.65	220,158	D
Common Stock	05/29/2018		F		25,938	D	$79.7	194,220	D
Common Stock								833⁽¹⁾	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)
Stock Appreciation Rights	$42.65	05/29/2018		M			35,000	05/08/2011⁽²⁾	05/08/2019	Common Stock	35,000	$0	0	D
Stock Appreciation Rights	$61.36							05/05/2012⁽²⁾	05/05/2020	Common Stock	42,500		42,500	D
Stock Appreciation Rights	$72.29							05/04/2013⁽²⁾	05/04/2021	Common Stock	65,000		65,000	D
Stock Appreciation Rights	$63.56							05/03/2014⁽²⁾	05/03/2022	Common Stock	99,600		99,600	D
Stock Appreciation Rights	$64.99							05/02/2015⁽³⁾	05/02/2023	Common Stock	63,850		63,850	D
Stock Appreciation Rights	$75.76							05/07/2016⁽³⁾	05/07/2024	Common Stock	55,650		55,650	D
Stock Appreciation Rights	$78.15							05/12/2017⁽³⁾	05/12/2025	Common Stock	64,800		64,800	D
Stock Appreciation Rights	$57.43							05/11/2018⁽³⁾	05/11/2026	Common Stock	98,350		98,350	D
Stock Appreciation Rights	$80.7							05/10/2019⁽³⁾	05/10/2027	Common Stock	64,175		64,175	D
Stock Appreciation Rights	$77.6							05/09/2020⁽⁴⁾	05/09/2028	Common Stock	66,275		66,275	D

Explanation of Responses:

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

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

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

4. Granted as stock-settled SARs under the 2018 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary of the date of grant.

Remarks:

	/s/ Thomas E. Valentyn, as Power of Attorney	05/30/2018
	** 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).
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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