SEC Info - Holcom Karen J - ‘4’ for 10/24/22 re: Acuity Brands Inc.

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^*

HOLCOM KAREN J

(Last)

(First)

(Middle)

C/O ACUITY BRANDS, INC.

1170 PEACHTREE STREET, NE, SUITE 2300

(Street)

ATLANTA

30309

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACUITY BRANDS INC [ AYI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/24/22

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	10/24/22		A		3,714 ⁽¹⁾	A	$0	20,244 ⁽²⁾	D
Common Stock	10/24/22		A		2,252 ⁽³⁾	A	$0	22,496	D
Common Stock	10/24/22		F		1,029 ⁽⁴⁾	D	$177.75	21,467	D
Common Stock	10/25/22		F		545 ⁽⁴⁾	D	$184.76	20,922 ⁽⁵⁾	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)
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)

Explanation of Responses:

(1) The shares being reported result from the grant of a restricted stock unit award pursuant to the Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan. The restricted stock units vest in equal annual installments over a three-year period and will become fully vested on October 24, 2025.

(2) Since the date of the reporting person's last ownership report, she transferred 303 shares of the Company's common stock to her ex-husband pursuant to a divorce decree.

(3) These performance stock unit (PSU) awards, granted on October 24, 2019, had a three-year performance period that started on September 1, 2019 and ended on August 31, 2022. On October 24, 2022, the Compensation and Management Development Committee certified the achievement of the performance measure (return on invested capital in excess of the weighted cost of capital) at the maximum level (200%) and authorized the subsequent issuance of common stock underlying the PSUs.

(4) The transaction(s) report(s) the withholding of stock to cover tax liability associated with the vesting of restricted stock, restricted stock units, or performance stock units held by the reporting person. Such withholding is required under the Company's standard processes for such events.

(5) The total direct shares owned includes 11,910 time-vesting restricted shares/units and 4 shares held in the employee stock purchase plan.

Remarks:

	Jill A. Gilmer, under Power of Attorney for Karen J. Holcom	10/26/22
	** 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.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

Holcom Karen J – ‘4’ for 10/24/22 re: Acuity Brands Inc.

On: Wednesday, 10/26/22, at 5:03pm ET · For: 10/24/22 · As: Officer · Accession #: 1144215-22-104 · File #: 1-16583

Previous ‘4’: ‘4’ on 8/23/22 for 8/20/22 · Next: ‘4’ on 10/27/22 for 10/26/22 · Latest: ‘4’ on 4/5/24 for 4/4/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Holcom Karen J – ‘4’ for 10/24/22 re: Acuity Brands Inc.

On: Wednesday, 10/26/22, at 5:03pm ET · For: 10/24/22 · As: Officer · Accession #: 1144215-22-104 · File #: 1-16583

Previous ‘4’: ‘4’ on 8/23/22 for 8/20/22 · Next: ‘4’ on 10/27/22 for 10/26/22 · Latest: ‘4’ on 4/5/24 for 4/4/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents