| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REGAL BELOIT CORP [ RBC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/07/2017 | A | 4(1) | A | $0 | 15,504 | D | |||
| Common Stock | 05/07/2017 | F | 555 | D | $83 | 14,949 | D | |||
| Common Stock | 1,968(2) | I | Retirement Savings Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Rights | $42.28 | 05/02/2010(3) | 05/02/2018 | Common Stock | 9,000 | 9,000 | D | ||||||||
| Stock Appreciation Rights | $42.65 | 05/08/2011(3) | 05/08/2019 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Stock Appreciation Rights | $61.36 | 05/05/2012(3) | 05/05/2020 | Common Stock | 12,000 | 12,000 | D | ||||||||
| Stock Appreciation Rights | $72.29 | 05/04/2013(3) | 05/04/2021 | Common Stock | 8,000 | 8,000 | D | ||||||||
| Stock Appreciation Rights | $63.56 | 05/03/2014(3) | 05/03/2022 | Common Stock | 8,200 | 8,200 | D | ||||||||
| Stock Appreciation Rights | $64.99 | 05/02/2015(4) | 05/02/2023 | Common Stock | 5,125 | 5,125 | D | ||||||||
| Stock Appreciation Rights | $75.76 | 05/07/2016(4) | 05/07/2024 | Common Stock | 4,725 | 4,725 | D | ||||||||
| Stock Appreciation Rights | $78.15 | 05/12/2017(4) | 05/12/2025 | Common Stock | 5,675 | 5,675 | D | ||||||||
| Stock Appreciation Rights | $57.43 | 05/11/2018(4) | 05/11/2026 | Common Stock | 8,825 | 8,825 | D | ||||||||
| Explanation of Responses: |
| 1. These shares of stock represent performance shares being issued to the reporting person based on the achievement of certain performance targets pursuant to the 2013 Equity Incentive Plan. |
| 2. Balance reflects the most current data available with regard to holdings in the Regal Beloit Corporation Retirement Savings Plan. |
| 3. 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 of the date of the grant, 60% on the third anniversary of the date of the grant, 80% on the fourth anniversary of the date of the grant and 100% on the fifth anniversary of the date of the grant. |
| 4. Granted as stock-settled SARs under the 2013 Equity Incentive Plan. The SARs vest and become exercisable 40% on the second anniversary of the date of grant, 60% on the third anniversary, 80% on the fourth anniversary and 100% on the fifth anniversary. |
| Remarks: |
| /s/ Thomas E. Valentyn as Power of Attorney | 05/09/2017 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||