SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Graham Ian T.

(Last)

(First)

(Middle)

C/O FERGUSON PLC

1020 ESKDALE ROAD, WINNERSH TRIANGLE

(Street)

WOKINGHAM, BERKSHIRE

RG41 5TS

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2023

3. Issuer Name and Ticker or Trading Symbol
Ferguson plc [ FERG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	5,051	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Conditional Share Award⁽¹⁾	⁽²⁾	⁽²⁾	Ordinary Shares	1,877	⁽¹⁾	D
Conditional Share Award⁽¹⁾	⁽³⁾	⁽³⁾	Ordinary Shares	1,715	⁽¹⁾	D
Conditional Share Award⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	2,674	⁽¹⁾	D

Explanation of Responses:

1. The reported securities represent a Conditional Share Award granted under the Ferguson Group Ordinary Share Plan 2019, which entitles the Reporting Person to receive the stated amount of Ordinary Shares on the applicable vesting date, subject to the Reporting Person's continued service through such date (with prorated vesting from and after the grant date in the case of retirement eligibility).

2. The reported Conditional Share Award was granted on October 16, 2020 and is scheduled to vest on October 16, 2023.

3. The reported Conditional Share Award was granted on October 14, 2021 and is scheduled to vest on October 14, 2024.

4. The reported Conditional Share Award was granted on October 13, 2022 and is scheduled to vest on October 13, 2025.

Remarks:

Exhibit List - Exhibit 24.1 - Power of Attorney

	/s/ Ann Becchina by Power of Attorney	08/01/2023
	** 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 5 (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.