Sec Form 4 Filing - Wagner Mark Christopher @ Ingersoll Rand Inc. - 2020-02-29

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
Wagner Mark Christopher
2. Issuer Name and Ticker or Trading Symbol
Ingersoll Rand Inc. [ IR]
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)
C/O INGERSOLL RAND INC., 800-A BEATY STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/29/2020
(Street)
DAVIDSON, NC28036
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 02/29/2020 A( 1 ) 21,674 A 21,674 I By Employee Saving Plan ( 2 )
Common Stock 03/02/2020 A( 1 )( 3 ) 871 A 871 D
Common Stock 03/02/2020 A( 1 )( 4 ) 1,546 A 2,417 D
Common Stock 03/02/2020 A( 1 )( 5 ) 1,743 ( 6 ) A 4,160 D
Common Stock 03/02/2020 A( 1 )( 6 ) 3,395 ( 6 ) A 7,555 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 (Right to Buy) $ 23.08 03/02/2020 A( 1 ) 5,331 ( 7 ) 02/05/2028 Common Stock 5,331 ( 1 ) 5,331 D
Stock Options (Right to Buy) $ 25.96 03/02/2020 A( 1 ) 9,258 ( 8 ) 02/04/2029 Common Stock 9,258 ( 1 ) 9,258 D
Phantom Stock Units ( 9 ) 03/02/2020 A( 1 ) 5,511 ( 9 ) ( 9 ) Common Stock 5,511 ( 1 ) 5,511 I By Supplemental Savings Plan ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wagner Mark Christopher
C/O INGERSOLL RAND INC.
800-A BEATY STREET
DAVIDSON, NC28036
See Remarks
Signatures
/s/ Andrew Schiesl, as Attorney-in-Fact 03/04/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 30, 2019, by and among Gardner Denver Holdings, Inc.(the "Company" or the "Issuer"), Ingersoll-Rand plc ("Trane"), Ingersoll-Rand U.S. HoldCo, Inc.("SpinCo") and Charm Merger Sub Inc.("Merger Sub"), pursuant to which, Merger Sub merged with and into SpinCo, the separate corporate existence of Merger Sub ceased and SpinCo continued as the surviving company and as a wholly owned subsidiary of the Company (the "Merger"). The Merger closed on February 29, 2020. In connection with the Merger, the Company subsequently changed its name to "Ingersoll Rand Inc." Pursuant to the terms of the Merger Agreement, the stockholders of SpinCo at the effective time of the Merger received 0.8824 shares of Company common stock for each share of Ingersoll Rand Industrial common stock. Additionally, certain equity awards of Trane were canceled and converted into equity awards of the Issuer effective as of March 2, 2020.
( 2 )Reflects securities in an Employee Savings Plan.
( 3 )Reflects restricted stock units that vest on February 6, 2021.
( 4 )Reflects restricted stock units that vest in two equal installments on February 5, 2021 and February 5, 2022.
( 5 )Reflects restricted stock units that vest on December 31, 2020.
( 6 )Reflects restricted stock units that vest on December 31, 2021.
( 7 )These stock options vest on February 6, 2021.
( 8 )These stock options vest in two equal installments on February 5, 2021 and February 5, 2022.
( 9 )Reflects units in a Supplemental Savings Plan. These phantom stock units are to be settled in cash pursuant to the terms of the plan.

Remarks:
Title: Vice President & General Manager - Specialty Vehicle Technologies

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