Sec Form 4 Filing - Brundage William @ Ferguson plc - 2023-12-07

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
Brundage William
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 Financial Officer
(Last) (First) (Middle)
C/O FERGUSON PLC, 1020 ESKDALE ROAD, WINNERSH TRIANGLE
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2023
(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 12/07/2023 A 15,618 ( 1 ) ( 2 ) A 42,233 ( 1 ) ( 2 ) D
Ordinary Shares 12/07/2023 F 7,042 D $ 174.68 35,191 D
Ordinary Shares 12/07/2023 A 4,036 ( 3 ) A 39,227 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
Brundage William
C/O FERGUSON PLC
1020 ESKDALE ROAD, WINNERSH TRIANGLE
WOKINGHAM, BERKSHIRE, X0RG41 5TS
X Chief Financial Officer
Signatures
/s/ Ann Becchina by Power of Attorney 12/11/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Ordinary Shares were received in settlement of a November 2, 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 1,289 Ordinary Shares received in respect of dividend equivalents with respect to such Conditional Share Awards.
( 3 )The reported securities represent Restricted Stock Units granted under the Ferguson plc 2023 Omnibus Equity Incentive Plan, which entitles the Reporting Person to receive the stated amount of Ordinary Shares on October 12, 2026 (the "Vesting Date"), subject to the Reporting Person's continued service through the Vesting Date (with prorated vesting from and after the grant date in the case of retirement eligibility).

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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