Sec Form 4 Filing - Jurek Ivo @ Gates Industrial Corp plc - 2021-12-20

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 Jurek Ivo 2. Issuer Name and Ticker or Trading Symbol Gates Industrial Corp plc [ GTES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O GATES INDUSTRIAL CORPORATION PLC, 1144 FIFTEENTH STREET, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2021 (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 01/28/2022 M 37,181( 1 ) A $ 0 280,104 D Ordinary Shares 01/28/2022 F 10,763( 2 ) D $ 15.03 269,341 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-Based Restricted Stock Units (PBRSU) ( 3 ) 01/28/2022 M( 1 ) 37,181( 1 ) ( 1 ) ( 1 ) Ordinary Shares 37,181 $ 0 55,771 D Performance-Based Restricted Stock Units (PBRSU) ( 3 ) 01/28/2022 D( 4 ) 55,771( 4 ) ( 4 ) ( 4 ) Ordinary Shares 55,771 $ 0 0 D Employee Stock Options (Right to Buy) $ 6.56 12/20/2021 G( 5 ) V 1,017,239 ( 6 ) 05/18/2025 Ordinary Shares 1,017,239 $ 0 0 D Employee Stock Options (Right to Buy) $ 6.56 12/20/2021 G( 5 ) V 1,017,239 ( 6 ) 05/18/2025 Ordinary Shares 1,017,239 $ 0 1,017,239 I By Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jurek Ivo C/O GATES INDUSTRIAL CORPORATION PLC 1144 FIFTEENTH STREET, SUITE 1400 DENVER, CO80202 X Chief Executive Officer Signatures /s/ Hillary Barrett-Osborne 02/01/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the number of ordinary shares vested pursuant to the performance-based restricted stock unit ("PBRSU") award granted on February 22, 2019 and reported on the Form 4 filed with the Securities and Exchange Commission on February 26, 2019, following the Compensation Committee's certification on January 28, 2022 of the Company's achievement of 40% of the three year performance measure, which was based 50% on total shareholder return with relative measures and 50% on adjusted return on invested capital. ( 2 )Represents ordinary shares withheld to satisfy certain tax and par value withholdings in connection with the vesting of the PBRSUs. ( 3 )Each PBRSU represents a contingent right to receive one ordinary share. ( 4 )Represents the portion of the PBRSU award granted on February 22, 2019 that did not vest and was forfeited in connection with the certification described above. ( 5 )On December 20, 2021, the reporting person transferred these vested, unexercised stock options to an irrevocable family trust for estate planning purposes. No exercises, purchases or sales of securities are being reported in connection with this transaction. ( 6 )The option vested in five roughly equal annual installments beginning on May 18, 2016.

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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