Sec Form 4 Filing - LIFSEY WALTER @ Gates Industrial Corp plc - 2019-02-22

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
LIFSEY WALTER
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 Operating Officer
(Last) (First) (Middle)
1144 FIFTEENTH STREET, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2019
(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 ) 02/22/2019 A 31,112 ( 2 ) ( 2 ) Ordinary Shares 31,112 $ 0 31,112 D
Performance-Based Restricted Stock Units (PBRSU) ( 3 ) 02/22/2019 A 32,054 ( 4 ) ( 4 ) Ordinary Shares 32,054 $ 0 32,054 D
Employee Stock Options (right to buy) $ 16.46 02/22/2019 A 86,945 ( 5 ) 02/22/2029 Ordinary Shares 86,945 $ 0 86,945 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LIFSEY WALTER
1144 FIFTEENTH STREET, SUITE 1400
DENVER, CO80202
Chief Operating Officer
Signatures
/s/ Jamey Seely as Attorney-In-Fact 02/26/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each time-based restricted stock unit represents a contingent right to receive one ordinary share.
( 2 )The time-based restricted stock units ("TBRSU") will, subject to the applicable award agreement, vest in the following increments: 10,370 on February 21, 2020; 10,371 on February 21, 2021 and 10,371 on February 21, 2022.
( 3 )Each performance-based restricted stock unit represents a contingent right to receive one ordinary share, subject to adjustment based on the Company's achievement of the three-year performance measure, which is based 50% on total shareholder return with absolute and relativemeasures and 50% on adjusted return on invested capital.
( 4 )This award vests on the date that the compensation committee certifies the achievement of the performance measure. The performance periodover which the performance period is measured ends of January 1, 2022.
( 5 )Subject to the applicable award agreement, this award vests in the following increments: 28,981 on February 21, 2020; 28,982 on February 21,2021 and 28,982 on February 21, 2022.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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