Sec Form 4 Filing - HOLCOM KAREN J @ ACUITY BRANDS INC - 2023-01-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HOLCOM KAREN J 2. Issuer Name and Ticker or Trading Symbol ACUITY BRANDS INC [ AYI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & Chief Financial Officer (Last) (First) (Middle) C/O ACUITY BRANDS, INC., 1170 PEACHTREE STREET, NE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2023 (Street) ATLANTA, GA30309 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/11/2023 M 728 A $ 103.74 20,437( 1 ) D Common Stock 01/11/2023 M 657( 2 ) A $ 156.39 21,094( 2 ) D( 2 ) Common Stock 01/11/2023 S 728 D $ 174.5 20,366 D Common Stock 01/11/2023 S 657( 3 ) D $ 174.5 19,709( 3 ) D( 3 ) Common Stock 01/11/2023 S 2,853 D $ 174.51( 4 ) 16,856 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-Qualified Stock Option $ 103.74 01/11/2023 M 728 ( 5 ) 10/24/2023 Common Stock 728 $ 0 0 D Non-Qualified Stock Option $ 156.39 01/11/2023 M 657 ( 5 ) 10/25/2027 Common Stock 657( 2 ) $ 0 657 D( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOLCOM KAREN J C/O ACUITY BRANDS, INC. 1170 PEACHTREE STREET, NE, SUITE 1200 ATLANTA, GA30309 SVP & Chief Financial Officer Signatures Jill A. Gilmer, under Power of Attorney for Karen J. Holcom 01/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Since the date of the reporting person's last ownership report, she transferred 595 shares of the Company's common stock to her ex-husband pursuant to a divorce decree. ( 2 )The shares were acquired pursuant to an option exercise at the direction of, and are held for the benefit of, the reporting person's ex-husband pursuant to a divorce decree. The reporting person disclaims beneficial ownership of these shares. ( 3 )The shares underlying this sale were held by reporting person for the benefit of the reporting person's ex-husband pursuant to a divorce decree. Reporting person received no economic benefit from the sale of these shares. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.50 to $174.575, inclusive. The Reporting Person undertakes to provide to Acuity Brands, Inc., any security holder of Acuity Brands, Inc., or the staff of the Security and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. ( 5 )This option was fully vested three years from the anniversary of the Grant Date. ( 6 )The portion of the stock options being exercised (shown in Column 7) were indirectly held for the benefit of the reporting person's ex-husband pursuant to a divorce decree and the reporting person disclaims beneficiation ownership of this portion of the stock option. The remaining portion of the stock options shown in Column 9 continue to be directly held by the reporting person.

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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