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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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Glise Megan Elizabeth
(Last) (First) (Middle)
LUXFER HOLDINGS PLC
LUMNS LANE
(Street)
MANCHESTER X0 M27 8LN
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LUXFER HOLDINGS PLC [ LXFR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
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)
Code V Amount (A) or (D) Price
Ordinary Shares 11/08/2024 M 691 A (1) 6,277 D
Ordinary Shares 11/08/2024 M 447 A (1) 6,724 D
Ordinary Shares 11/08/2024 M 475 A (1) 7,199 D
Ordinary Shares 11/08/2024 M 846 A (1) 8,045 D
Ordinary Shares 11/08/2024 M 922 A (1) 8,967 D
Ordinary Shares 11/08/2024 M 180 A (1) 9,147 D
Ordinary Shares 11/08/2024 F 1,751 D $14.65 7,396 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 11/08/2024 M 691 (2) (2) Ordinary Shares 691 (1) 0(2) D
Restricted Stock Units (1) 11/08/2024 M 447 (3) (3) Ordinary Shares 447 (1) 448(3) D
Restricted Stock Units (1) 11/08/2024 M 475 (4) (4) Ordinary Shares 475 (1) 952(4) D
Restricted Stock Units (1) 11/08/2024 M 846 (5) (5) Ordinary Shares 846 (1) 2,541(5) D
Restricted Stock Units (1) 11/08/2024 M 922 (6) (6) Ordinary Shares 922 (1) 0(6) D
Restricted Stock Units (1) 11/08/2024 M 180 (7) (7) Ordinary Shares 180 (1) 180(7) D
Explanation of Responses:
1. Restricted Stock Units convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.
2. Represents the partial, accelerated vesting of time-based Restricted Stock Units awarded on March 15, 2021. The Restricted Stock Units would normally vest on March 15, 2025. The above figure includes 91 additional Restricted Stock Units accrued through November 8, 2024 related to dividend reinvestment rights.
3. Represents the partial, accelerated vesting of time-based Restricted Stock Units awarded on March 14, 2022. The Restricted Stock Units would normally vest on March 14, 2025. In accordance with the terms of an Executive Severance and Change in Control Agreement entered into by the Reporting Person and the Issuer and arrangements made with respect to the Reporting Person's termination of employment with the Issuer (together, the "Agreement"), the remaining Restricted Stock Units will be forfeited and lapse. The above figure includes 47 additional Restricted Stock Units accrued through November 8, 2024 related to dividend reinvestment rights.
4. Represents the partial, accelerated vesting of time-based Restricted Stock Units awarded on March 20, 2023. The Restricted Stock Units would normally vest on March 20, 2025. In accordance with the terms of the Agreement, the remaining Restricted Stock Units will be forfeited and lapse. The above figure includes 26 additional Restricted Stock Units accrued through November 8, 2024 related to dividend reinvestment rights.
5. Represents the partial, accelerated vesting of time-based Restricted Stock Units awarded on March 18, 2024. The Restricted Stock Units would normally vest on March 18, 2025. In accordance with the terms of the Agreement, the remaining Restricted Stock Units will be forfeited and lapse. The above figure includes 49 additional Restricted Stock Units accrued through November 8, 2024 related to dividend reinvestment rights.
6. Represents the accelerated grant and vesting of performance-based Restricted Stock Units (at 96% target, representing performance and a prorated number of Restricted Stock Units based on the number of days elapsed in the performance period) awarded on March 14, 2022. The performance-based Restricted Stock Units would normally be granted and vest on March 14, 2025 upon the achievement of an adjusted diluted EPS growth performance measure for the performance period ending December 31, 2024.
7. Represents the accelerated grant and partial vesting of performance-based Restricted Stock Units (at 25% target, representing performance and a prorated number of Restricted Stock Units based on the number of days elapsed in the performance period) awarded on March 14, 2022. The performance-based Restricted Stock Units would normally be granted and vest in two equal annual instalments on March 14, 2025 and March 14, 2026 upon the achievement of a Total Shareholder Return (TSR) performance measure for the performance period ending December 31, 2024. In accordance with the terms of the Agreement, the remaining performance-based Restricted Stock Units will be forfeited and lapse.
Remarks:
The Reporting Person voluntarily resigned from employment with the Issuer, effective November 1, 2024, and is no longer serving as General Counsel and Company Secretary. This Form 4 is being filed in conjunction with the vesting of derivative securities in accordance with the terms of an Executive Severance and Change in Control Agreement entered into by the Reporting Person and the Issuer and arrangements made with respect to the Reporting Person's termination of employment with the Issuer. This Form 4 is being filed as a voluntary exit Form 4, indicating that the Reporting Person is no longer subject to Section 16 reporting with respect to the the Issuer unless otherwise required by the Securities Exchange Act of 1934, as amended.
/s/ Benjamin Coulson under Power of Attorney for Megan E. Glise 11/11/2024
** 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.
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