Zurn Elkay Water Solutions Form 4 / TODD A. ADAMS ownership change

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).

1. Name and Address of Reporting Person^*

ADAMS TODD A.

(Last)

(First)

(Middle)

511 W. FRESHWATER

(Street)

MILWAUKEE

53204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Zurn Elkay Water Solutions Corp [ ZWS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/05/2024		M		439,545	A	$11.37	2,576,560	D
Common Stock	11/05/2024		F		275,420⁽¹⁾	D	$38.48	2,301,140	D
Common Stock	11/05/2024		M		184,733	A	$14.22	2,485,873	D
Common Stock	11/05/2024		F		123,006⁽¹⁾	D	$38.48	2,362,867	D
Common Stock	11/06/2024		S		120,000	D	$39.83⁽²⁾	2,242,867	D
Common Stock	11/06/2024		G		85,000⁽³⁾	D	$0	2,157,867	D
Common Stock	11/06/2024		G		46,000⁽⁴⁾	D	$0	2,111,867	D
Common Stock	11/06/2024		A		327,988	A	⁽⁵⁾	2,439,855	D
Common Stock	11/07/2024		S		157,508⁽⁶⁾	D	$39.14⁽⁷⁾	2,282,347	D
Common Stock	11/07/2024		S		10,000	D	$39.36⁽⁸⁾	2,272,347	D
Common Stock								5,230	I	By 401(k) Plan⁽⁹⁾
Common Stock								1,200	I	By SEP IRA

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$11.37	11/05/2024		M			439,545	⁽¹⁰⁾	05/19/2027	Common Stock	439,545	$0	0	D
Stock Option (right to buy)	$14.22	11/05/2024		M			184,733	⁽¹⁰⁾	05/25/2028	Common Stock	184,733	$0	0	D

Explanation of Responses:

1. Shares were withheld to satisfy the exercise price and tax withholding obligations in connection with the option exercise.

2. This transaction was executed in multiple trades at prices ranging from $39.65 to $40.03. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.

3. As part of an estate planning strategy, shares were transferred to an irrevocable gift trust, the trustee of which is independent of the Reporting Person.

4. Bona fide gift.

5. Acquisition of shares for no consideration upon the vesting of performance stock units, based on Zurn Elkay Water Solutions Corporation's performance during three year performance period (October 5, 2021 - September 30, 2024).

6. Shares were sold to satisfy tax withholding obligations and related fees in connection with the vesting of performance stock units.

7. This transaction was executed in multiple trades at prices ranging from $38.85 to $39.58. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.

8. This transaction was executed in multiple trades at prices ranging from $39.17 to $39.60. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.

9. Based on information from the trustee of the 401(k) Plan.

10. Option fully vested.

Remarks:

	/s/ Jeffrey J. LaValle under Power of Attorney for Todd A. Adams	11/07/2024
	** 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.
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Zurn Elkay Water Solutions (ZWS) Form 4Zurn Elkay Water Solutions / TODD A. ADAMS ownership change