Sec Form 4 Filing - Wardlow Graham @ LUXFER HOLDINGS PLC - 2023-05-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Wardlow Graham 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) See Remarks (Last) (First) (Middle) LUXFER HOLDINGS PLC, LUMNS LANE 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2023 (Street) MANCHESTER, X0M27 8LN 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 Ordinary Shares 05/15/2023 M 800 A 27,280 ( 9 ) D Ordinary Shares 05/15/2023 M 110 A 27,390 D Ordinary Shares 05/15/2023 M 1,285 A 28,675 D Ordinary Shares 05/15/2023 M 133 A 28,808 D Ordinary Shares 05/15/2023 M 800 A 29,608 D Ordinary Shares 05/15/2023 M 45 A 29,653 D Ordinary Shares 05/15/2023 M 1,000 A 30,653 D Ordinary Shares 05/15/2023 M 32 A 30,685 D Ordinary Shares 05/15/2023 M 720 A 31,405 D Ordinary Shares 05/15/2023 M 1,280 A 32,685 D Ordinary Shares 05/15/2023 F 3,177 D $ 14.46 29,508 D Ordinary Shares 7,520 I By Spouse

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 Options (Right to Buy) ( 1 ) 05/15/2023 M 800 ( 2 ) 03/14/2025 Ordinary Shares 800 ( 1 ) 0 D Dividend Equivalent Rights ( 3 ) 05/15/2023 M 110 ( 3 ) 03/14/2025 Ordinary Shares 110 ( 3 ) 0 D Stock Options (Right to Buy) ( 1 ) 05/15/2023 M 1,285 ( 4 ) 03/13/2026 Ordinary Shares 1,285 ( 1 ) 1,285 D Dividend Equivalent Rights ( 3 ) 05/15/2023 M 133 ( 3 ) 03/13/2026 Ordinary Shares 133 ( 3 ) 131 D Stock Options (Right to Buy) ( 1 ) 05/15/2023 M 800 ( 5 ) 03/15/2027 Ordinary Shares 800 ( 1 ) 1,600 D Dividend Equivalent Rights ( 3 ) 05/15/2023 M 45 ( 3 ) 03/15/2027 Ordinary Shares 45 ( 3 ) 97 D Stock Options (Right to Buy) ( 1 ) 05/15/2023 M 1,000 ( 6 ) 03/14/2028 Ordinary Shares 1,000 ( 1 ) 3,000 D Dividend Equivalent Rights ( 3 ) 05/15/2023 M 32 ( 3 ) 03/14/2028 Ordinary Shares 32 ( 3 ) 102 D Stock Options (Right to Buy) ( 1 ) 05/15/2023 M 720 ( 7 ) 03/14/2025 Ordinary Shares 720 ( 1 ) 0 D Stock Options (Right to Buy) ( 1 ) 05/15/2023 M 1,280 ( 8 ) 03/15/2027 Ordinary Shares 1,280 ( 1 ) 2,560 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wardlow Graham LUXFER HOLDINGS PLC LUMNS LANE MANCHESTER, X0M27 8LN See Remarks Signatures /s/ Megan E. Glise under Power of Attorney for Graham Wardlow 05/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1 for 1, subject to a nominal payment of $1.00 per Ordinary Share. ( 2 )The Stock Options vested in four equal annual installments beginning on March 14, 2020. The Stock Options are fully vested and exercised. ( 3 )Represents Dividend Equivalent Rights accrued on employee stock options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share. Dividend Equivalent Rights convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share. ( 4 )The remaining Stock Options vest on March 13, 2024. ( 5 )The remaining Stock Options vest in two equal annual installments on March 15, 2024 and March 15, 2025. ( 6 )The remaining Stock Options vest in three equal annual installments beginning on March 14, 2024. ( 7 )Represents the exercise of vested, performance-based Stock Options (at 50% target) awarded on March 14, 2019. The performance-based Stock Options were granted on March 14, 2022 upon the achievement of relative Total Shareholder Return (TSR) goals for the three-year performance period ended December 31, 2021. One-half of the performance-based Stock Options vested on March 14, 2022, and the remaining balance vested on March 14, 2023. The performance-based Stock Options are fully vested and exercised. ( 8 )Represents the exercise of vested, performance-based Stock Options (at 200% target) awarded on March 15, 2021. The performance-based Stock Options were granted on March 15, 2023 upon the achievement of an adjusted diluted EPS performance metric for the performance period ended December 31, 2021. One-third of the performance-based Stock Options, being 1,280 Stock Options, vested on March 15, 2023. The remaining performance-based Stock Options will vest in two equal annual installments on March 15, 2024 and March 15, 2025. ( 9 )Includes 699 Ordinary Shares acquired since the Reporting Person's last reportable transaction pursuant to the Luxfer Holdings PLC Share Incentive Plan and the automatic dividend reinvestment feature of the Luxfer Holdings PLC Long Term Umbrella Incentive Plan.

Remarks: Managing Director, Luxfer MEL Technologies

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.