Sec Form 4 Filing - PETERSON MARK W @ Rexnord Corp - 2013-09-19

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
PETERSON MARK W
2. Issuer Name and Ticker or Trading Symbol
Rexnord Corp [ RXN]
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)
4701 WEST GREENFIELD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
09/19/2013
(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 09/19/2013 M( 1 ) 15,586 ( 1 ) A $ 4.79 18,586 D
Common Stock 09/19/2013 M( 1 ) 13,112 ( 1 ) A $ 4.804 31,698 D
Common Stock 09/19/2013 M( 1 ) 7,285 ( 1 ) A $ 8.888 38,983 D
Common Stock 09/19/2013 S( 1 ) 35,983 ( 1 ) D $ 20.0315 ( 2 ) 3,000 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 Option (Right to Buy) $ 4.79 09/19/2013 M( 1 ) 15,586 ( 1 ) ( 3 ) 04/19/2017 Common Stock 15,586 $ 0 0 D
Stock Option (Right to Buy) $ 4.804 09/19/2013 M( 1 ) 13,112 ( 1 ) 07/30/2010( 4 ) 07/30/2019 Common Stock 13,112 $ 0 5,620 D
Stock Option (Right to Buy) $ 8.888 09/19/2013 M( 1 ) 7,285 ( 1 ) 07/29/2011( 4 ) 07/29/2020 Common Stock 7,285 $ 0 7,284 D
Stock Option (Right to Buy) $ 18.737 12/29/2012( 4 ) 12/29/2021 Common Stock 83,254 83,254 D
Stock Option (Right to Buy) $ 22.03 05/11/2012( 5 ) 05/11/2022 Common Stock 225,000 225,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PETERSON MARK W
4701 WEST GREENFIELD AVENUE
MILWAUKEE, WI53214
SVP & Chief Financial Officer
Signatures
/s/ Kenneth V. Hallett under Power of Attorney for Mark W. Peterson 09/20/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The options were exercised and the underlying shares were sold pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person.
( 2 )This transaction was executed in multiple trades at prices ranging from $20.00 to $20.22. 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 )Option fully vested.
( 4 )One half of the original option vests in five annual installments beginning on the date listed above. The other half vests in five annual installments on March 31 of each fiscal year based on continued employment.
( 5 )One half of the original option vests three years from the date listed above and the other half vests five years from the date listed above.

Remarks:
The transactions reported in this Form 4 were executed pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person.The exercise prices for the options expiring on July 30, 2019, and December 29, 2021, have been updated to correct the rounding in a prior filing.

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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