Sec Form 4 Filing - LAMACH MICHAEL W @ Ingersoll-Rand U.S. HoldCo, Inc. - 2020-02-29

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
LAMACH MICHAEL W
2. Issuer Name and Ticker or Trading Symbol
Ingersoll-Rand U.S. HoldCo, Inc. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O INGERSOLL-RAND U.S. HOLDCO, INC., 800-E BEATY STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/29/2020
(Street)
DAVIDSON, NC28036
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
Common Stock, par value $0.01 per share 02/29/2020 D 108,954 ( 1 ) D 0 D
Common Stock, par value $0.01 per share (Trust) 02/29/2020 D 91,382 ( 1 ) D 0 I By Trust
Common Stock, par value $0.01 per share ( 3 ) 02/29/2020 D 2,191 ( 1 ) D 0 I By Plan Trustee
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LAMACH MICHAEL W
C/O INGERSOLL-RAND U.S. HOLDCO, INC.
800-E BEATY STREET
DAVIDSON, NC28036
X
Signatures
/s/ Michael W. Lamach 03/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All shares of common stock of the issuer were obtained through a pro rata distribution for no consideration by Ingersoll-Rand plc.
( 2 )Each share of common stock of the issuer was disposed of and exchanged for approximately 0.8824 shares of common stock of Gardner Denver Holdings, Inc. (with a closing price of $32.79 per share on February 28, 2020), pursuant to the Agreement and Plan of Merger, dated as of April 30, 2019, by and among Gardner Denver Holdings, Inc., Ingersoll-Rand plc, the issuer and Charm Merger Sub, Inc.
( 3 )Based on latest available information provided by the trustee of the Ingersoll-Rand Employee Savings Plan.

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