Sec Form 4 Filing - ADAMS TODD A. @ Rexnord Corp - 2016-03-10

Insider filing report for Changes in Beneficial Ownership
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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
ADAMS TODD A.
2. Issuer Name and Ticker or Trading Symbol
Rexnord Corp [ RXN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
4701 WEST GREENFIELD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2016
(Street)
MILWAUKEE, WI53214
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 03/10/2016 M( 1 ) 25,000 ( 1 ) A $ 4.79 67,000 D
Common Stock 03/10/2016 S( 1 ) 13,012 ( 1 ) D $ 18.7299 ( 2 ) 53,988 D
Common Stock 3,848 I By 401(k) Plan ( 3 )
Common Stock 1,200 I By SEP IRA
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
Stock Option (right to buy) $ 4.79 03/10/2016 M( 1 ) 25,000 ( 1 ) ( 4 ) 07/21/2016 Common Stock 25,000 $ 0 56,012 D
Stock Option (right to buy) $ 4.79 ( 4 ) 04/19/2017 Common Stock 165,138 165,138 D
Stock Option (right to buy) $ 9.609 ( 4 ) 06/24/2018 Common Stock 89,914 89,914 D
Stock Option (right to buy) $ 4.804 ( 4 ) 07/30/2019 Common Stock 224,785 224,785 D
Stock Option (right to buy) $ 4.804 ( 4 ) 09/11/2019 Common Stock 499,524 499,524 D
Stock Option (right to buy) $ 8.888 ( 4 ) 10/29/2020 Common Stock 166,508 166,508 D
Stock Option (right to buy) $ 18 03/29/2012( 5 ) 03/29/2022 Common Stock 937,000 937,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADAMS TODD A.
4701 WEST GREENFIELD AVENUE
MILWAUKEE, WI53214
X President & CEO
Signatures
/s/ Jeffrey J. LaValle under Power of Attorney for Todd A. Adams 03/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions were executed pursuant to a Rule 10b5-1 plan.
( 2 )This transaction was executed in multiple trades at prices ranging from $18.45 to $19.04. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
( 3 )Based on information from the trustee of the 401(k) Plan.
( 4 )Option fully vested.
( 5 )One half of the original option vested three years from the date listed above and the other half vests five years from the date listed above.

Remarks:
Pursuant to the Reporting Person's Rule 10b5-1 plan, options that were nearing expiration were exercised and a portion of the underlying shares were held.

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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