| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Embecta Corp. [ EMBC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/06/2022 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 04/04/2022 | A | 8,907(1) | A | $0.00 | 22,456(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Stock Appreciation Rights | $27.97 | 04/01/2022 | J | 4,062(3) | 11/26/2019(4) | 11/26/2028 | Common Stock | 4,062 | $0.00 | 4,062 | D | ||||
| Stock Appreciation Rights | $29.48 | 04/01/2022 | J | 10,038(3) | 11/26/2020(5) | 11/26/2029 | Common Stock | 10,038 | $0.00 | 14,100 | D | ||||
| Stock Appreciation Rights | $26.28 | 04/01/2022 | J | 16,239(3) | 11/26/2021(6) | 11/26/2030 | Common Stock | 16,239 | $0.00 | 30,339 | D | ||||
| Stock Appreciation Rights | $26.28 | 04/01/2022 | J | 4,867(3) | 11/26/2021(6) | 11/26/2030 | Common Stock | 4,867 | $0.00 | 35,206 | D | ||||
| Stock Appreciation Rights | $28.31 | 04/01/2022 | J | 28,642(3) | 11/26/2022(7) | 11/26/2031 | Common Stock | 28,642 | $0.00 | 63,848 | D | ||||
| Stock Appreciation Rights | $31.4 | 04/04/2022 | A | 27,225(8) | 04/04/2025 | 04/04/2032 | Common Stock | 27,225 | $0.00 | 91,073 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 is being amended to reflect a recalculation of the Time Vested Units ("TVUs") that the reporting person received on April 4, 2022 in connection with Embecta's spinoff from Becton, Dickinson and Company ("BD") on April 1, 2022. |
| 2. This Form 4 now includes 6,149 TVUs and 7,371 performance share units ("PSUs") that were received by the reporting person when he was employed by BD, which were later converted to Embecta TVUs in connection with Embecta's spinoff from BD on April 1, 2022, as well as 29 shares of Embecta that the reporting person received as a dividend in connection with the spinoff. |
| 3. This Form 4 now includes Stock Appreciation Rights ("SARs") that were received by the reporting person when he was employed by BD, which were later converted to Embecta SARs in connection with Embecta's spinoff from BD on April 1, 2022. |
| 4. The SARs vest in four annual installments beginning November 26, 2019. |
| 5. The SARs vest in four annual installments beginning November 26, 2020. |
| 6. The SARs vest in four annual installments beginning November 26, 2021. |
| 7. The SARs vest in four annual installments beginning November 26, 2022. |
| 8. This Form 4 is being amended to reflect a recalculation of the SARs that the reporting person received on April 4, 2022 in connection with Embecta's spinoff from BD. |
| Remarks: |
| The Power of Attorney dated April 5, 2022 is incorporated herein by reference. |
| /s/ John D. Martini (Attorney-in-Fact) | 05/12/2022 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||
Forward Looking Statement
The information included on this website and other information provided from time to time through webcasts, conference calls, securities analyst meetings, road show presentations, investor conferences, transcripts, newsletters and similar events and communications contains “forward-looking statements”, as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws, based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of embecta may differ materially from those expressed or implied by such forward-looking statements and assumptions.These statements use words such as "will," "plan," "expect," "anticipate," "estimate," "next," "project," "potential," "continue," "expand" and "grow" and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance and statements regarding our business strategy, impact of mergers and acquisitions,future product development, regulatory clearances and approvals, competitive position and expenditures.These statements are based on current assumptions and expectations of future events at the time they are made and thus are inherently subject to uncertainty.
All such statements are based upon current expectations of embecta and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. Many of these risks and uncertainties are beyond the company's control. For a discussion of certain factors that could cause our actual results to differ from our expectations in any forward-looking statements see our latest Annual Report on Form 10-K and other filings with the SEC. embecta expressly disclaims any undertaking to update or revise any forward looking statements set forth herein to reflect events or circumstances after the date hereof, except as required by applicable law or regulation.