Sec Form 4 Filing - Mallard Lawrence B @ Gates Industrial Corp plc - 2021-02-26

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 Mallard Lawrence B 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) Chief Financial Officer (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

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 Time-Based Restricted Stock Units ( 1 ) 02/26/2021 A 23,564 ( 2 ) ( 2 ) Ordinary Shares 23,564 $ 0 43,113 D Performance-Based Restricted Stock Units ( 3 ) 02/26/2021 A 24,278 ( 4 ) ( 4 ) Ordinary Shares 24,278 $ 0 24,278 D Employee Stock Options (Right to Buy) $ 15 02/26/2021 A 53,052 ( 5 ) 02/26/2031 Ordinary Shares 53,052 $ 0 53,052 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mallard Lawrence B C/O GATES INDUSTRIAL CORPORATION PLC 1144 FIFTEENTH STREET, SUITE 1400 DENVER, CO80202 Chief Financial Officer Signatures /s/ Hillary Barrett-Osborne 03/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each time-based restricted stock unit (TBRSU) represents a contingent right to receive one ordinary share of the registrant. The TBRSUs will be settled in either ordinary shares or cash (or a combination thereof). ( 2 )The reporting person was granted TBRSUs that vest in three substantially equal annual installments beginning on the first anniversary of the grant date. The number set forth in Column 9 reflects all TBRSUs outstanding subject to future vesting. ( 3 )Each performance-based restricted stock unit (PBRSU) represents a contingent right to receive one ordinary share, subject to adjustment based on the Company's achievement of the three-year performance measures. ( 4 )This PBRSU award vests on the date the compensation committee certifies the achievement of the performance measures following the three-year performance period. ( 5 )This option award vests in three equally substantial annual installments beginning on the first anniversary of the grant date.

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.
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