Sec Form 4 Filing - ALLENDER PATRICK W @ ESAB Corp - 2022-04-05

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
ALLENDER PATRICK W
2. Issuer Name and Ticker or Trading Symbol
ESAB Corp [ ESAB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2099 PENNSYLVANIA AVE NW, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2022
(Street)
WASHINGTON, DC20006
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, par value $0.001 04/05/2022 A 6,666 A $ 0 6,666( 1 ) I By Trust
Common stock, par value $0.001 04/05/2022 A 7,882 A $ 0 7,882( 1 )( 2 ) I By JWA Irrevocable Trust #1
Common stock, par value $0.001 04/05/2022 A 9,168 A $ 0 9,168( 1 )( 2 ) I By JWA GRAT #4
Common stock, par value $0.001 04/05/2022 A 19,326 A $ 0 19,326( 1 )( 2 ) I By JWA GRAT #5
Common stock, par value $0.001 04/05/2022 A 30,043 A $ 0 30,043( 1 )( 2 ) I By JWA Irrevocable Trust #2
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) $ 63.37 04/05/2022 A( 3 ) 2,318 04/05/2022 05/12/2022 Common stock, par value $0.001 2,318 $ 0 2,318 D
Stock Option (right to buy) $ 31.1 04/05/2022 A( 3 ) 3,810 04/05/2022 05/12/2023 Common stock, par value $0.001 3,810 $ 0 3,810 D
Stock Option (right to buy) $ 49.42 04/05/2022 A( 3 ) 3,400 04/05/2022 05/17/2024 Common stock, par value $0.001 3,400 $ 0 3,400 D
Stock Option (right to buy) $ 40.55 04/05/2022 A( 3 ) 4,254 04/05/2022 05/16/2025 Common stock, par value $0.001 4,254 $ 0 4,254 D
Stock Option (right to buy) $ 33.02 04/05/2022 A( 3 ) 5,567 04/05/2022 05/13/2026 Common stock, par value $0.001 5,567 $ 0 5,567 D
Stock Option (right to buy) $ 33.33 04/05/2022 A( 3 ) 4,733 04/05/2022 05/20/2027 Common stock, par value $0.001 4,733 $ 0 4,733 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ALLENDER PATRICK W
2099 PENNSYLVANIA AVE NW
12TH FLOOR
WASHINGTON, DC20006
X
Signatures
Curtis E. Jewell, Attorney-in-Fact 04/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired in the pro-rata spin-off distribution (the "Spin-Off") by Colfax Corporation ("Colfax") of the shares of ESAB Corporation ("ESAB").
( 2 )The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.
( 3 )In connection with the Spin-Off, each outstanding Colfax stock option was converted into an award of options to purchase shares of ESAB common stock pursuant to the terms of the employee matters agreement between Colfax and ESAB in connection with the Spin-Off. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Colfax stock option.

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