Sec Form 3 Filing - Funk Andrea J. @ EnerSys - 2022-04-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Funk Andrea J.
2. Issuer Name and Ticker or Trading Symbol
EnerSys [ ENS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last) (First) (Middle)
C/O ENERSYS, 2366 BERNVILLE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2022
(Street)
READING, PA19605
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 17,199.4414( 1 )( 2 )( 3 )( 4 )( 5 )( 6 )( 7 ) 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
Stock Options $ 57.75 ( 8 ) 08/12/2029 Stock Options 6,527 D
Stock Options $ 75.39 ( 9 ) 08/17/2030 Stock Options 4,940 D
Stock Options $ 91.81 ( 10 ) 08/16/2031 Stock Options 6,748 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Funk Andrea J.
C/O ENERSYS
2366 BERNVILLE ROAD
READING, PA19605
EVP & Chief Financial Officer
Signatures
Karen J. Yodis, by Power of Attorney 04/05/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount includes 1,429.1814 unvested RSUs, in connection with the grant of RSUs on August 13, 2018, and adjusted for previously declared and paid cash dividends. These RSUs vested twenty-five percent on each of May 15, 2019, May 15, 2020, and May 15, 2021. The RSUs reported will vest on May 15, 2022.
( 2 )This amount includes 3,951 shares of EnerSys common stock.
( 3 )This amount includes 1,012.5187 performance share units granted on August 12, 2019, as adjusted for previously declared and paid cash dividends. These shares vest one hundred percent on August 12, 2022, with an additional one year holding period (4 years total until settlement), subject to acceleration and cancellation upon the occurrence of certain events. Each performance share unit converts into the number of shares of common stock determined by applying an EPS Performance multiplier to the number of units vesting on the third anniversary of the date of grant. The EPS Performance multiplier is based on the cumulative adjusted EPS over the three year vesting period relative to a target cumulative adjusted EPS. The minimum EPS Performance multiplier is 0% and the maximum EPS Performance multiplier is 200%. These shares represent the performance share units granted, assuming an EPS Performance multiplier of 100%.
( 4 )This amount includes 827.6776 performance share units granted to the reporting person on August 12, 2019, as adjusted for previously declared and paid cash dividends. These PSUs vest one hundred percent on August 12, 2022, with an additional one year holding period (4 years total until settlement), subject to acceleration and cancellation upon the occurrence of certain events. Each performance share unit converts into the number of shares of common stock determined by applying the TSR multiplier to the number of units vesting on the third anniversary of the date of grant. The TSR multiplier is based on relative TSR performance versus peers over the three year vesting period. The peer group is the S&P Small Cap 600 Industrial Index, of which EnerSys is a member, and consists of approximately 100 companies. The minimum TSR multiplier is 0% and the maximum TSR multiplier is 200%. These shares represent the performance share units granted, assuming a TSR multiplier of 100%.
( 5 )This amount includes 1,777.5557 unvested RSUs, in connection with the grant of RSUs on August 12, 2019, and adjusted for previously declared and paid cash dividends. One quarter of the RSUs granted vested on each of August 12, 2020, and August 12, 2021, and one quarter will vest on each of August 12, 2022 and August 12, 2023.
( 6 )This amount includes 2,827.5478 unvested RSUs, in connection with the grant of RSUs on August 17, 2020, and adjusted for previously declared and paid cash dividends. These RSUs vested twenty-five percent on August 17, 2021, and twenty-five percent will vest on each of August 17, 2022, August 17, 2023, and August 17, 2024.
( 7 )This amount includes 5,373.9602 unvested RSUs, in connection with the grant of RSUs granted to the reporting person on August 18, 2021, and adjusted for previously declared and paid cash dividends. These RSUs will vest twenty-five percent on each of August 18, 2022, August 18, 2023, August 18, 2024, and August 18, 2025.
( 8 )2,176 of these options will vest on August 12, 2022.
( 9 )1,646 of these options will vest on August 17, 2022, and 1,647 will vest on August 17, 2023.
( 10 )One-third of these options will vest on each of August 16, 2022, August 16, 2023, and August 16, 2024.

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