Sec Form 3 Filing - Pitstick Thomas G. @ Gates Industrial Corp plc - 2021-02-26

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

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 Pitstick Thomas G. 2. Issuer Name and Ticker or Trading Symbol Gates Industrial Corp plc [ GTES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CMO & SVP Strategic Planning (Last) (First) (Middle) C/O GATES INDUSTRIAL CORPORATION PLC, 1144 FIFTEENTH STREET, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2021 (Street) DENVER, CO80202 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 21,079 ( 1 ) 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 Options (right to buy) $ 6.56 ( 2 ) 01/11/2026 Ordinary Shares 84,685 D Performance Stock Options (right to buy) $ 9.84 ( 2 ) 01/11/2026 Ordinary Shares 84,685 D Performance Stock Options (right to buy) $ 6.56 ( 2 ) 01/11/2026 Ordinary Shares 84,685 D Employee Stock Options (right to buy) $ 6.56 ( 3 ) 01/11/2026 Ordinary Shares 84,685 D Performance Stock Options (right to buy) $ 7.87 ( 4 ) 05/02/2027 Ordinary Shares 35,724 D Performance Stock Options (right to buy) $ 11.8 ( 4 ) 05/02/2027 Ordinary Shares 35,724 D Performance Stock Options (right to buy) $ 7.87 ( 4 ) 05/02/2027 Ordinary Shares 35,724 D Employee Stock Options (right to buy) $ 7.87 ( 5 ) 05/02/2027 Ordinary Shares 35,724 D Performance-Based Restricted Stock Units ( 7 ) ( 6 ) ( 6 ) Ordinary Shares 8,550 D Time-Based Restricted Stock Units ( 9 ) ( 8 ) ( 8 ) Ordinary Shares 2,767 D Employee Stock Options (right to buy) $ 16.46 ( 10 ) 02/22/2029 Ordinary Shares 23,195 D Time-Based Restricted Stock Units ( 9 ) ( 11 ) ( 11 ) Ordinary Shares 6,689 D Employee Stock Options (right to buy) $ 12.6 ( 12 ) 02/21/2030 Ordinary Shares 26,334 D Performance-Based Restricted Stock Units ( 7 ) ( 13 ) ( 13 ) Ordinary Shares 10,336 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pitstick Thomas G. C/O GATES INDUSTRIAL CORPORATION PLC 1144 FIFTEENTH STREET, SUITE 1400 DENVER, CO80202 CMO & SVP Strategic Planning Signatures /s/ Hillary Barrett-Osborne 03/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares reported on this Form 3 are subject to a lock-up agreement between the reporting person and Citigroup Global Markets Inc. and Evercore Group L.L.C. dated February 19, 2021 pursuant to which the shares reported in Table I of this Form 4 are restricted for a 90 day period. ( 2 )This performance-based option award was granted on January 11, 2016 and vests based on achievement of certain performance metrics on or before July 3, 2022, in accordance with the applicable award agreement. ( 3 )This option award was granted on January 11, 2016 and vested in five substantially equal annual installments beginning on the first anniversary of the grant date. ( 4 )This performance-based option award was granted on May 2, 2017 and vests based on achievement of certain performance metrics on or before July 3, 2022, in accordance with the applicable award agreement. ( 5 )This option award was granted on May 2, 2017 and vests in five substantially equal annual installments beginning on the first anniversary of the grant date. ( 6 )This performance-based restricted stock unit (PBRSU) award was granted on February 22, 2019 and vests on the date that the compensation committee certifies the achievement of the performance measure following the 3-year performance period. ( 7 )Each PBRSU represents a contingent right to receive one ordinary share, subject to adjustment based on the Company's achievement of certain performance measures. ( 8 )This time-based restricted stock unit (TBRSU) award was granted on February 22, 2019 and vests in three substantially equal annual installments beginning on the first anniversary of the grant date. The number reported here reflects the TBRSUs outstanding subject to future vesting. ( 9 )Each TBRSU represents a contingent right to receive one ordinary share of the Company. The TBRSU will be settled in either ordinary shares or cash (or a combination thereof). ( 10 )This option award was granted on February 22, 2019 and vests in three substantially equal annual installments beginning on the first anniversary of the grant date. ( 11 )This time-based restricted stock unit (TBRSU) award was granted on February 21, 2020 and vests in three substantially equal annual installments beginning on the first anniversary of the grant date. The number reported here reflects the TBRSUs outstanding subject to future vesting. ( 12 )This option award was granted on February 21, 2020 and vests in three substantially equal annual installments beginning on the first anniversary of the grant date. ( 13 )This performance-based restricted stock unit (PBRSU) award was granted on February 21, 2020 and vests based on achievement of certain performance metrics on or before December 31, 2022, in accordance with the applicable award agreement.

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.