Sec Form 4 Filing - Jewell Curtis E @ ESAB Corp - 2022-04-05

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Jewell Curtis E 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) SVP, General Counsel (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 397 A $ 0 397( 1 ) D Common stock, par value $0.001 04/05/2022 A 351 A $ 0 351 I By 401K Plan

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 Restricted Stock Units ( 2 ) 04/05/2022 A( 3 ) 718 02/24/2023( 4 ) 02/24/2023 Common stock, par value $0.001 718 $ 0 718 D Restricted Stock Units ( 2 ) 04/05/2022 A( 3 ) 1,367 07/25/2022( 5 ) 07/25/2023 Common stock, par value $0.001 1,367 $ 0 1,367 D Restricted Stock Units ( 2 ) 04/05/2022 A( 3 ) 1,324 02/22/2023( 6 ) 02/22/2024 Common stock, par value $0.001 1,324 $ 0 1,324 D Restricted Stock Units ( 2 ) 04/05/2022 A( 3 ) 3,935 02/17/2023( 7 ) 02/17/2025 Common stock, par value $0.001 3,935 $ 0 3,935 D Employee Stock Option (right to buy) $ 33.49 04/05/2022 A( 8 ) 3,960 04/05/2022 02/24/2026 Common stock, par value $0.001 3,960 $ 0 3,960 D Employee Stock Option (right to buy) $ 46.94 04/05/2022 A( 8 ) 6,570 02/24/2023( 9 ) 02/23/2027 Common stock, par value $0.001 6,570 $ 0 6,570 D Employee Stock Option (right to buy) $ 55.96 04/05/2022 A( 8 ) 4,894 02/22/2023( 10 ) 02/21/2028 Common stock, par value $0.001 4,894 $ 0 4,894 D Employee Stock Option (right to buy) $ 63.37 04/05/2022 A( 8 ) 154 04/05/2022 05/12/2022 Common stock, par value $0.001 154 $ 0 154 D Employee Stock Option (right to buy) $ 50.43 04/05/2022 A( 8 ) 4,224 04/05/2022 02/12/2024 Common stock, par value $0.001 4,224 $ 0 4,224 D Employee Stock Option (right to buy) $ 41.63 04/05/2022 A( 8 ) 5,044 04/05/2022 03/07/2025 Common stock, par value $0.001 5,044 $ 0 5,044 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jewell Curtis E 909 ROSE AVENUE, SUITE 800 NORTH BETHESDA, MD20852 SVP, General Counsel Signatures /s/ Curtis E. Jewell 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 )Each restricted stock unit represents a contingent right to receive one share of ESAB common stock. ( 3 )In connection with the Spin-Off, each outstanding Colfax restricted stock unit was converted into a restricted stock unit award denominated in 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. ( 4 )These restricted stock units vest and become exercisable in a single installment on February 24, 2023. ( 5 )These restricted stock units vest and become exercisable in two equal installments on July 25, 2022 and July 25, 2023. ( 6 )These restricted stock units vest and become exercisable in two equal installments on February 22, 2023 and February 22, 2024. ( 7 )These restricted stock units vest in three equal annual installments beginning on February 17, 2023. ( 8 )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. ( 9 )5,459 shares of the option have already vested. The remaining shares of the option will fully vest and become exercisable in a single installment on February 24, 2023. ( 10 )2,034 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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.