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^*

Pitstick Thomas G.

(Last)

(First)

(Middle)

C/O GATES INDUSTRIAL CORPORATION PLC

1144 FIFTEENTH STREET, SUITE 1400

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2021

3. Issuer Name and Ticker or Trading Symbol
Gates Industrial Corp plc [ GTES ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CMO & SVP Strategic Planning

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	21,079⁽¹⁾	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)
Performance Stock Options (right to buy)	⁽²⁾	01/11/2026	Ordinary Shares	84,685	$6.56	D
Performance Stock Options (right to buy)	⁽²⁾	01/11/2026	Ordinary Shares	84,685	$9.84	D
Performance Stock Options (right to buy)	⁽²⁾	01/11/2026	Ordinary Shares	84,685	$6.56	D
Employee Stock Options (right to buy)	⁽³⁾	01/11/2026	Ordinary Shares	84,685	$6.56	D
Performance Stock Options (right to buy)	⁽⁴⁾	05/02/2027	Ordinary Shares	35,724	$7.87	D
Performance Stock Options (right to buy)	⁽⁴⁾	05/02/2027	Ordinary Shares	35,724	$11.8	D
Performance Stock Options (right to buy)	⁽⁴⁾	05/02/2027	Ordinary Shares	35,724	$7.87	D
Employee Stock Options (right to buy)	⁽⁵⁾	05/02/2027	Ordinary Shares	35,724	$7.87	D
Performance-Based Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Ordinary Shares	8,550	⁽⁷⁾	D
Time-Based Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Ordinary Shares	2,767	⁽⁹⁾	D
Employee Stock Options (right to buy)	⁽¹⁰⁾	02/22/2029	Ordinary Shares	23,195	$16.46	D
Time-Based Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Ordinary Shares	6,689	⁽⁹⁾	D
Employee Stock Options (right to buy)	⁽¹²⁾	02/21/2030	Ordinary Shares	26,334	$12.6	D
Performance-Based Restricted Stock Units	⁽¹³⁾	⁽¹³⁾	Ordinary Shares	10,336	⁽⁷⁾	D

Explanation of Responses:

1. The shares reported on this Form 3 are subject to a lock-up agreement between the reporting person and Citigroup Global Markets Inc. and Evercore Group L.L.C. dated February 19, 2021 pursuant to which the shares reported in Table I of this Form 4 are restricted for a 90 day period.

2. This performance-based option award was granted on January 11, 2016 and vests based on achievement of certain performance metrics on or before July 3, 2022, in accordance with the applicable award agreement.

3. This option award was granted on January 11, 2016 and vested in five substantially equal annual installments beginning on the first anniversary of the grant date.

4. This performance-based option award was granted on May 2, 2017 and vests based on achievement of certain performance metrics on or before July 3, 2022, in accordance with the applicable award agreement.

5. This option award was granted on May 2, 2017 and vests in five substantially equal annual installments beginning on the first anniversary of the grant date.

6. This performance-based restricted stock unit (PBRSU) award was granted on February 22, 2019 and vests on the date that the compensation committee certifies the achievement of the performance measure following the 3-year performance period.

7. Each PBRSU represents a contingent right to receive one ordinary share, subject to adjustment based on the Company's achievement of certain performance measures.

8. This time-based restricted stock unit (TBRSU) award was granted on February 22, 2019 and vests in three substantially equal annual installments beginning on the first anniversary of the grant date. The number reported here reflects the TBRSUs outstanding subject to future vesting.

9. Each TBRSU represents a contingent right to receive one ordinary share of the Company. The TBRSU will be settled in either ordinary shares or cash (or a combination thereof).

10. This option award was granted on February 22, 2019 and vests in three substantially equal annual installments beginning on the first anniversary of the grant date.

11. This time-based restricted stock unit (TBRSU) award was granted on February 21, 2020 and vests in three substantially equal annual installments beginning on the first anniversary of the grant date. The number reported here reflects the TBRSUs outstanding subject to future vesting.

12. This option award was granted on February 21, 2020 and vests in three substantially equal annual installments beginning on the first anniversary of the grant date.

13. This performance-based restricted stock unit (PBRSU) award was granted on February 21, 2020 and vests based on achievement of certain performance metrics on or before December 31, 2022, in accordance with the applicable award agreement.

	/s/ Hillary Barrett-Osborne	03/02/2021
	** 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).
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