Sec Form 4 Filing - Whaley Patricia M @ Rexnord Corp - 2018-05-22

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
Whaley Patricia M
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)
Vice Pres.-General Counsel
(Last) (First) (Middle)
4701 W. GREENFIELD AVE
3. Date of Earliest Transaction (MM/DD/YY)
05/22/2018
(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 05/22/2018 M( 1 ) 2,620 A 55,047 D
Common Stock 05/22/2018 F( 2 ) 820 D $ 28.94 54,227 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
Performance Stock Units ( 1 ) 05/22/2018 A( 1 ) 258 ( 1 ) ( 1 ) Common Stock 258 ( 1 ) 2,620 D
Performance Stock Units ( 1 ) 05/22/2018 M( 1 ) 2,620 ( 1 ) ( 1 ) Common Stock 2,620 ( 1 ) 0 D
Stock Option (right to buy) $ 8.888 ( 3 ) 07/29/2020 Common Stock 8,325 8,325 D
Stock Option (right to buy) $ 22.03 ( 3 ) 05/11/2022 Common Stock 45,000 45,000 D
Stock Option (right to buy) $ 19 ( 3 ) 05/23/2023 Common Stock 25,000 25,000 D
Stock Option (right to buy) $ 29.31 09/03/2015( 4 ) 09/03/2024 Common Stock 17,490 17,490 D
Stock Option (right to buy) $ 25.77 ( 3 ) 05/22/2025 Common Stock 21,255 21,255 D
Stock Option (right to buy) $ 19.7 05/20/2017( 5 ) 05/20/2026 Common Stock 38,222 38,222 D
Stock Option (right to buy) $ 23.13 05/19/2018( 5 ) 05/19/2027 Common Stock 25,618 25,618 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Whaley Patricia M
4701 W. GREENFIELD AVE
MILWAUKEE, WI53214
Vice Pres.-General Counsel
Signatures
/s/ Jeffrey J. LaValle under Power of Attorney for Patricia M. Whaley 05/24/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Based on Rexnord Corporation's performance during the three-year performance period (fiscal 2016-fiscal 2018), the performance stock units ("PSUs") vested at the level indicated above (the Reporting Person had the opportunity to earn up to 200% of the number originally reported, as previously disclosed).
( 2 )Shares were withheld to satisfy tax withholding obligations in connection with the vesting of PSUs.
( 3 )Option fully vested.
( 4 )The original option vests in four annual installments beginning on the date listed above.
( 5 )The original option vests in three annual installments beginning on the date listed above.

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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