Statement of Changes in Beneficial Ownership (4)
30 September 2015 - 8:09AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
FOREMAN ROBERT B
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2. Issuer Name
and
Ticker or Trading Symbol
SPX FLOW, Inc.
[
FLOW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive VP
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(Last)
(First)
(Middle)
C/O SPX FLOW, INC., 13320 BALLANTYNE CORPORATE PLACE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/26/2015
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(Street)
CHARLOTTE, NC 28277
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/26/2015
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A
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78483
(1)
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A
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$0
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130633
(2)
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D
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Common Stock
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8597
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I
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401(k) Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee stock option to purchase common stock
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$64.70
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9/26/2015
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A
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51172
(3)
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(4)
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1/2/2025
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Common Stock
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51172
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(3)
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51172
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D
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Explanation of Responses:
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(
1)
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Represents restricted stock granted in accordance with the employee matters agreement between the Issuer and SPX Corporation ("SPX") to replace restricted stock of SPX held by the reporting person immediately prior to the distribution by SPX to its stockholders of all of the outstanding shares of the common stock of the Issuer (the "Spin-off"). Final amounts, if different, will be reported in a subsequent filing.
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(
2)
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Includes shares of Issuer common stock received in connection with the Spin-off in an exempt transaction pursuant to Rule 16a-9.
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(
3)
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Represents options to purchase shares of the Issuer's common stock granted to the reporting person as a result of adjustments to existing SPX stock options made in connection with the Spin-off. Final amounts, if different, will be reported in a subsequent filing.
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(
4)
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The option vests in three equal annual installments beginning on January 2, 2016, and the exercise period ends on January 2, 2025.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FOREMAN ROBERT B
C/O SPX FLOW, INC.
13320 BALLANTYNE CORPORATE PLACE
CHARLOTTE, NC 28277
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Executive VP
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Signatures
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Brian Webb, Attorney In Fact for Robert B. Foreman
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9/29/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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 control number.
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