Sec Form 3 Filing - Montgomery Gwendolyn Ann @ Gates Industrial Corp plc - 2023-10-27

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 Montgomery Gwendolyn Ann 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) SVP, Global Human Resources (Last) (First) (Middle) 1144 FIFTEENTH STREET, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 10/27/2023 (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 26,484 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 Employee Stock Options (right to buy) $ 7.21 ( 1 ) 03/13/2027 Ordinary Shares 54,198 D Employee Stock Options (right to buy) $ 9.84 ( 1 ) 03/13/2027 Ordinary Shares 27,099 D Employee Stock Options (right to buy) $ 17.72 ( 2 ) 03/09/2028 Ordinary Shares 5,000 D Employee Stock Options (right to buy) $ 16.46 ( 3 ) 02/22/2029 Ordinary Shares 11,135 D Employee Stock Options (right to buy) $ 12.6 ( 4 ) 02/21/2030 Ordinary Shares 11,459 D Employee Stock Options (right to buy) $ 15 ( 5 ) 02/26/2031 Ordinary Shares 9,286 D Time-Based Restricted Stock Units ( 7 ) ( 6 ) ( 6 ) Ordinary Shares 1,376 D Time-Based Restricted Stock Units ( 7 ) ( 8 ) ( 8 ) Ordinary Shares 11,105 D Performance-Based Restricted Stock Units ( 10 ) ( 9 ) ( 9 ) Ordinary Shares 16,656 D Time-Based Restricted Stock Units ( 7 ) ( 11 ) ( 11 ) Ordinary Shares 36,747 D Time-Based Restricted Stock Units ( 7 ) ( 12 ) ( 12 ) Ordinary Shares 22,435 D Performance-Based Restricted Stock Units ( 10 ) ( 13 ) ( 13 ) Ordinary Shares 22,435 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Montgomery Gwendolyn Ann 1144 FIFTEENTH STREET SUITE 1400 DENVER, CO80202 SVP, Global Human Resources Signatures /s/ Hi llary Barrett-Osborne, attorney-in-fact 11/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option award was granted on March 13, 2017. The amount reported is fully vested. ( 2 )This option award was granted on March 9, 2018. The amount reported is fully vested. ( 3 )This option award was granted on February 22, 2019. The amount reported is fully vested. ( 4 )This option award was granted on February 21, 2020. The amount reported is fully vested. ( 5 )This option award was granted on February 26, 2021, and began vesting in three substantially equal annual installments beginning on the first anniversary of the grant date. ( 6 )This time-based restricted stock unit ("TBRSU") award was granted on February 26, 2021 and started vesting 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. ( 7 )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). ( 8 )This TBRSU award was granted on February 25, 2022 and started vesting 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 )This performance-based restricted stock unit ("PBRSU") award was granted on February 25, 2022 and vests on the date the compensation committee certifies the achievement of the performance measures following the three-year performance period. The number reported here reflects the PBRSUs outstanding subject to future vesting. ( 10 )Each PBRSU represents a contingent right to receive one ordinary share of the Company, subject to adjustment based on the Company's achievement of the three-year performance measures. ( 11 )This TBRSU award was granted on July 27, 2022 and started vesting 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 TBRSU award was granted on February 28, 2023 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. ( 13 )This PBRSU award was granted on February 28, 2023 and vests on the date the compensation committee certifies the achievement of the performance measures following the three-year performance period. The number reported here reflects the PBRSUs outstanding subject to future vesting.

Remarks: Exhibit List:Exhibit 24: Power of Attorney

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.