Sec Form 4 Filing - Biebuyck Olivier @ ESAB Corp - 2022-04-05

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
Biebuyck Olivier
2. Issuer Name and Ticker or Trading Symbol
ESAB Corp [ ESAB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, EMEA
(Last) (First) (Middle)
909 ROSE AVENUE, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2022
(Street)
NORTH BETHESDA, MD20852
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 $0.001 04/05/2022 A 2,731 A $ 0 2,731( 1 ) 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 Option (right to buy) $ 51.68 04/05/2022 A( 2 ) 7,182 04/05/2022 05/31/2024 Common stock, par value $0.001 7,182 $ 0 7,182 D
Employee Stock Option (right to buy) $ 33.49 04/05/2022 A( 2 ) 3,809 04/05/2022 02/24/2026 Common stock, par value $0.001 3,809 $ 0 3,809 D
Employee Stock Option (right to buy) $ 46.94 04/05/2022 A( 2 ) 8,826 02/24/2023( 3 ) 02/23/2027 Common stock, par value $0.001 8,826 $ 0 8,826 D
Employee Stock Option (right to buy) $ 55.96 04/05/2022 A( 2 ) 7,440 02/22/2023( 4 ) 02/21/2028 Common stock, par value $0.001 7,440 $ 0 7,440 D
Restricted Stock Units ( 5 ) 04/05/2022 A( 6 ) 491 08/07/2022( 7 ) 08/07/2022 Common stock, par value $0.001 491 $ 0 491 D
Restricted Stock Units ( 5 ) 04/05/2022 A( 6 ) 965 02/24/2023( 8 ) 02/24/2023 Common stock, par value $0.001 965 $ 0 965 D
Restricted Stock Units ( 5 ) 04/05/2022 A( 6 ) 1,823 07/25/2022( 9 ) 07/25/2023 Common stock, par value $0.001 1,823 $ 0 1,823 D
Restricted Stock Units ( 5 ) 04/05/2022 A( 6 ) 2,014 02/22/2023( 10 ) 02/22/2024 Common stock, par value $0.001 2,014 $ 0 2,014 D
Restricted Stock Units ( 5 ) 04/05/2022 A( 6 ) 5,808 02/17/2023( 11 ) 02/17/2025 Common stock, par value $0.001 5,808 $ 0 5,808 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Biebuyck Olivier
909 ROSE AVENUE, SUITE 800
NORTH BETHESDA, MD20852
President, EMEA
Signatures
Curtis E. Jewell, Attorney-in-Fact 04/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired in the pro-rata spin-off distribution (the "Spin-Off") by Colfax Corporation ("Colfax") of the shares of ESAB Corporation ("ESAB").
( 2 )In connection with the Spin-Off, each outstanding Colfax stock option was converted into an award of options to purchase shares of ESAB common stock pursuant to the terms of the employee matters agreement between Colfax and ESAB in connection with the Spin-Off. The number of underlying shares was adjusted in a manner intended to preserve the aggregate intrinsic value of the original Colfax stock option.
( 3 )7,334 shares of the option have already vested. The shares of the option will fully vest and become exercisable in a single installment on February 24, 2023.
( 4 )3,092 shares of the option have already vested. The remaining shares of the option will fully vest and become exercisable in two equal installments on February 22, 2023 and February 22, 2024.
( 5 )Each restricted stock unit represents a contingent right to receive one share of ESAB common stock.
( 6 )In connection with the Spin-Off, each outstanding Colfax restricted stock unit was converted into a restricted stock unit award denominated shares of ESAB common stock pursuant to the terms of the employee matters agreement entered into between Colfax and ESAB in connection with the Spin-Off. The number of underlying shares were adjusted in a manner intended to preserve the aggregate intrinsic value of the original Colfax restricted stock unit award.
( 7 )These restricted stock units vest and become exercisable in a single installment on August 7, 2022.
( 8 )These restricted stock units vest and become exercisable in a single installment on February 24, 2023.
( 9 )These restricted stock units vest and become exercisable in two equal installments on July 25, 2022 and July 25, 2023.
( 10 )These restricted stock units vest and become exercisable in two equal installments on February 22, 2023 and February 22, 2024.
( 11 )These restricted stock units vest in three equal annual installments beginning on February 17, 2023.

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