Sec Form 4 Filing - Murphy Kevin Michael @ Ferguson plc - 2023-10-16

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
Murphy Kevin Michael
2. Issuer Name and Ticker or Trading Symbol
Ferguson plc [ FERG]
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 FERGUSON PLC, 1020 ESKDALE ROAD, WINNERSH TRIANGLE
3. Date of Earliest Transaction (MM/DD/YY)
10/16/2023
(Street)
WOKINGHAM, BERKSHIRE, X0RG41 5TS
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 10/16/2023 A 41,138 ( 1 ) ( 2 ) A 142,088 ( 1 ) ( 2 ) D
Ordinary Shares 10/16/2023 S 364.43 ( 3 ) D $ 165 ( 4 ) ( 5 ) 141,723.57 D
Ordinary Shares 10/16/2023 S 285.52 ( 3 ) D $ 165.89 ( 4 ) ( 6 ) 141,438.05 D
Ordinary Shares 10/16/2023 S 991.06 ( 3 ) D $ 166.86 ( 4 ) ( 7 ) 140,446.99 D
Ordinary Shares 10/16/2023 S 58.06 ( 3 ) D $ 167.6 ( 4 ) ( 8 ) 140,388.93 D
Ordinary Shares 10/16/2023 S 2,916.51 ( 3 ) D $ 163.44 ( 4 ) ( 9 ) 137,472.42 D
Ordinary Shares 10/16/2023 S 9,238.83 ( 3 ) D $ 164.36 ( 4 ) ( 10 ) 128,233.59 D
Ordinary Shares 10/16/2023 S 2,268.16 ( 3 ) D $ 165.38 ( 4 ) ( 11 ) 125,965.43 D
Ordinary Shares 10/16/2023 S 1,855.18 ( 3 ) D $ 166.11 ( 4 ) ( 12 ) 124,110.25 D
Ordinary Shares 10/17/2023 S 333.83 ( 3 ) D $ 164.51 ( 4 ) ( 13 ) 123,776.42 D
Ordinary Shares 10/17/2023 S 301.85 ( 3 ) D $ 165.4 ( 4 ) ( 14 ) 123,474.57 D
Ordinary Shares 10/17/2023 S 5.57 ( 3 ) ( 16 ) D $ 166.08 ( 15 ) ( 16 ) 123,469 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Murphy Kevin Michael
C/O FERGUSON PLC
1020 ESKDALE ROAD, WINNERSH TRIANGLE
WOKINGHAM, BERKSHIRE, X0RG41 5TS
X Chief Executive Officer
Signatures
/s/ Ann Becchina by Power of Attorney 10/18/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Ordinary Shares were received in settlement of an October 16, 2020 grant under The Ferguson Group Long Term Incentive Plan 2019, pursuant to certification of performance on September 20, 2023 by the Compensation Committee.
( 2 )Includes 3,238 Ordinary Shares received in respect of dividend equivalents with respect to such Conditional Share Awards.
( 3 )The reported amount represents Ordinary Shares sold to satisfy the Reporting Person's tax withholding obligation upon vesting of Conditional Share Awards.
( 4 )The reported price represents the volume-weighted average price ("VWAP") of shares sold. Full information regarding the number of Ordinary Shares sold at each separate price in the ranges reflected in footnotes 5 through 14 will be provided to the SEC, the Issuer or its shareholders upon request.
( 5 )The reported price represents the VWAP of shares sold on the London Stock Exchange (the "LSE"). Sale prices for the reported transaction reported ranged between $164.366 and $165.344, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the 1.2216 to 1.00 exchange rate on the initial transaction date of October 16, 2023 (the "Applicable Exchange Rate").
( 6 )The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $165.405 and $166.382, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.
( 7 )The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $166.443 and $167.420, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.
( 8 )The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $167.481 and $167.909, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.
( 9 )The reported price represents the VWAP of shares sold on the New York Stock Exchange (the "NYSE"). Sale prices for the reported transaction reported ranged between $162.830 and $163.820, inclusive.
( 10 )The reported price represents the VWAP of shares sold on the NYSE. Sale prices for the reported transaction reported ranged between $163.830 and $164.820, inclusive.
( 11 )The reported price represents the VWAP of shares sold on the NYSE. Sale prices for the reported transaction reported ranged between $164.835 and $165.833, inclusive.
( 12 )The reported price represents the VWAP of shares sold on the NYSE. Sale prices for the reported transaction reported ranged between $165.835 and $166.515, inclusive.
( 13 )The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $164.000 and $164.977, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.
( 14 )The reported price represents the VWAP of shares sold on the LSE. Sale prices for the reported transaction reported ranged between $165.038 and $166.015, inclusive, with such prices and VWAP each converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.
( 15 )The reported shares were each sold at $166.077 on the LSE, with such price converted from British Pounds to U.S. Dollars based on the Applicable Exchange Rate.
( 16 )The number of shares reflected in this transaction as well as in each of the transactions reported in this statement represent rounded numbers of shares. In this regard, the amount reported as sold in this transaction includes an additional 0.01 shares which represent the aggregate of the fractional shares sold in the above reported transactions. Due to the rounded number of shares reflected herein, the sale of each fractional share could not be reflected in the applicable transaction to which it relates.

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