SEC FORM 4 SEC Form 4
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).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Biebuyck Olivier

(Last) (First) (Middle)
909 ROSE AVE, 8TH FLOOR

(Street)
NORTH BETHESDA MD 20852

(City) (State) (Zip)
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, Fab Tech
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2025
4. 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 Acquired, Disposed of, or Beneficially Owned
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, par value $0.001 05/12/2025 M 969 A (1) 9,845 D
Common stock, par value $0.001 05/12/2025 F 486(2) D $128.66 9,359 D
Common stock, par value $0.001 05/12/2025 M 2,361 A (1) 11,720 D
Common stock, par value $0.001 05/12/2025 F 1,183(2) D $128.66 10,537 D
Common stock, par value $0.001 05/12/2025 A 8,922(3) A (3) 19,459 D
Common stock, par value $0.001 05/12/2025 F 4,470(4) D $128.66 14,989 D
Common stock, par value $0.001 05/12/2025 M 4,413 A $46.94 19,402 D
Common stock, par value $0.001 05/12/2025 F 2,996(5) D $131.67 16,406 D
Common stock, par value $0.001 05/12/2025 S(6) 1,417 D $131.15 14,989 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 (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
Restricted Stock Units (1) 05/12/2025 M 969 05/12/2023(7) 05/12/2025 Common stock, par value $0.001 969 $0 0 D
Restricted Stock Units (1) 05/12/2025 M 2,361 05/12/2025(8) 05/12/2027 Common stock, par value $0.001 2,361 $0 4,724 D
Employee Stock Option (right to buy) $46.94 05/12/2025 M 4,413 02/24/2023(9) 02/23/2027 Common stock, par value $0.001 4,413 $0 4,413 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of common stock of ESAB Corporation.
2. Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the reporting person's tax liability based upon the vesting of restricted stock units. No shares were sold by the reporting person to satisfy this tax liability.
3. Represents shares vested pursuant to performance-based restricted stock units granted on May 12, 2022, which vesting was subject to the certification of certain performance criteria. The award vested on May 12, 2025.
4. Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the reporting person's tax liability based upon the vesting of performance-based restricted stock units. No shares were sold by the reporting person to satisfy this tax liability.
5. Represents shares withheld by ESAB Corporation in connection with net share settlement to satisfy the tax liability and exercise price associated with the reporting person's exercise of employee stock options. No shares were sold by the reporting person to satisfy the exercise price or this tax liability.
6. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
7. This award represents restricted stock units that vest in three equal annual installments beginning on the first anniversary of the grant date. All remaining restricted stock units from this award vested on May 12, 2025.
8. This award represents restricted stock units that vest in three equal annual installments beginning on the third anniversary of the grant date. The remaining restricted stock units from this award will vest in two equal tranches on May 12, 2026 and May 12, 2027.
9. This award represents options that vested in three equal annual installments beginning on the first anniversary of the grant date. 7,334 options were fully vested and exercisable as of the date of ESAB Corporation's separation from Colfax Corporation. All remaining options became fully vested and exercisable on February 24, 2023.
Remarks:
/s/ Curtis E. Jewell, Attorney-in-Fact 05/14/2025
** 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).
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