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^*

Graham Ian T.

(Last)

(First)

(Middle)

C/O FERGUSON PLC

1020 ESKDALE ROAD, WINNERSH TRIANGLE

(Street)

WOKINGHAM, BERKSHIRE

RG41 5TS

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ferguson plc [ FERG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2023

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)
Ordinary Shares	10/16/2023		M		1,877⁽¹⁾	A	⁽¹⁾	6,928	D
Ordinary Shares	10/16/2023		A		8,763⁽²⁾	A	⁽²⁾	15,691	D
Ordinary Shares	10/16/2023		A		1,360⁽³⁾	A	⁽³⁾	17,051	D
Ordinary Shares	10/16/2023		S		219.13⁽⁴⁾	D	$165⁽⁵⁾⁽⁶⁾	16,831.87	D
Ordinary Shares	10/16/2023		S		171.68⁽⁴⁾	D	$165.89⁽⁵⁾⁽⁷⁾	16,660.19	D
Ordinary Shares	10/16/2023		S		595.92⁽⁴⁾	D	$166.86⁽⁵⁾⁽⁸⁾	16,064.27	D
Ordinary Shares	10/16/2023		S		34.91⁽⁴⁾	D	$167.6⁽⁵⁾⁽⁹⁾	16,029.36	D
Ordinary Shares	10/16/2023		S		1,753.67⁽⁴⁾	D	$163.44⁽⁵⁾⁽¹⁰⁾	14,275.69	D
Ordinary Shares	10/16/2023		S		5,555.23⁽⁴⁾	D	$164.36⁽⁵⁾⁽¹¹⁾	8,720.46	D
Ordinary Shares	10/16/2023		S		1,363.82⁽⁴⁾	D	$165.38⁽⁵⁾⁽¹²⁾	7,356.64	D
Ordinary Shares	10/16/2023		S		1,115.5⁽⁴⁾	D	$166.11⁽⁵⁾⁽¹³⁾	6,241.14	D
Ordinary Shares	10/17/2023		S		200.73⁽⁴⁾	D	$164.51⁽⁵⁾⁽¹⁴⁾	6,040.41	D
Ordinary Shares	10/17/2023		S		181.5⁽⁴⁾	D	$165.4⁽⁵⁾⁽¹⁵⁾	5,858.91	D
Ordinary Shares	10/17/2023		S		4.91⁽⁴⁾⁽¹⁷⁾	D	$166.08⁽¹⁶⁾⁽¹⁷⁾	5,854	D

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)
Conditional Share Award	⁽¹⁾	10/16/2023		M			1,877	10/16/2023	10/16/2023	Ordinary Shares	1,877	⁽¹⁾	0	D

Explanation of Responses:

1. The Ordinary Shares were received in settlement of a Conditional Share Award that vested on October 16, 2023.

2. The Ordinary Shares were received in settlement of an October 16, 2020 grant under the Ferguson Group Performance Ordinary Share Plan 2019, pursuant to certification of performance on September 20, 2023 by the Compensation Committee.

3. The Ordinary Shares were received in settlement of an October 16, 2020 grant under The Ferguson Group Long Term Incentive Plan 2019, pursuant to certification of performance on September 20, 2023 by the Compensation Committee.

4. The reported amount includes Ordinary Shares sold to satisfy the Reporting Person's tax withholding obligation upon vesting of Conditional Share Awards.

5. The reported price represents the volume-weighted average price ("VWAP") of shares sold. Full information regarding the number of Ordinary Shares sold at each separate price in the ranges reflected in footnotes 6 through 15 will be provided to the SEC, the Issuer or its shareholders upon request.

6. The reported price represents the VWAP of shares sold on the London Stock Exchange (the "LSE"). Sale prices for the reported transaction reported ranged between $164.366 and $165.344, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the 1.2216 to 1.00 exchange rate on the initial transaction date of October 16, 2023 (the "Applicable Exchange Rate").

7. The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $165.405 and $166.382, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

8. The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $166.443 and $167.420, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

9. The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $167.481 and $167.909, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

10. The reported price represents the VWAP of shares sold on the New York Stock Exchange (the "NYSE"). Sale prices for the reported transaction reported ranged between $162.830 and $163.820, inclusive.

11. The reported price represents the VWAP of shares sold on the NYSE. Sale prices for the reported transaction reported ranged between $163.830 and $164.820, inclusive.

12. The reported price represents the VWAP of shares sold on the NYSE. Sale prices for the reported transaction reported ranged between $164.835 and $165.833, inclusive.

13. The reported price represents the VWAP of shares sold on the NYSE. Sale prices for the reported transaction reported ranged between $165.835 and $166.515, inclusive.

14. The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $164.000 and $164.977, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

15. The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $165.038 and $166.015, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

16. The reported shares were each sold at $166.077 on the LSE, with such price converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.

17. The number of shares reflected in this transaction as well as in each of the transactions reported in this statement represent rounded numbers of shares. In this regard, the amount reported as sold in this transaction includes an additional 1.57 shares which represent the aggregate of the fractional shares sold in the above reported transactions. Due to the rounded number of shares reflected herein, the sale of each fractional share could not be reflected in the applicable transaction to which it relates.

Remarks:

	/s/ Ann Becchina by Power of Attorney	10/18/2023
	** 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 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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