SEC Filing | RBC Bearings Inc

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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^*

HARTNETT MICHAEL J

(Last)

(First)

(Middle)

RBC BEARINGS INCORPORATED

ONE TRIBOLOGY CENTER

(Street)

OXFORD

06478

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2005

3. Issuer Name and Ticker or Trading Symbol
RBC Bearings INC [ ROLL ]

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

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

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)

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)
Options for Class A Common Stock	02/18/1998	02/18/2008	Common Stock	23,125	2.06	D
Warrants to Purchase Class B Common Stock	06/23/1997	06/23/2007	Common Stock	312,500	2.06	D
Warrants to Puchase Class A Common Stock	06/23/1997	06/23/2007	Common Stock	1,060,365	0.4	D
Warrants to Purchase Class A Common Stock	06/23/1997	06/23/2007	Common Stock	416,668	0.4	I	By Self as General Partner for Hartnett Family Investments, L.P.
Class B Exchangable Convertible Participating Preferred Stoc	⁽¹⁾	⁽¹⁾	Common Stock	⁽¹⁾	⁽¹⁾	D
Class B Common Stock	⁽²⁾	⁽²⁾	Common Stock	250	⁽²⁾	D

Explanation of Responses:

1. 88,428 shares of common stock will be issued upon the conversion of the Class B Exchangeable Convertible Participating Preferred Stock simultaneous with the closing of the Issuer's initial public offering.

2. 250 shares of common stock will be issued upon the reclassification of the Issuer's Class B Common Stock immediately prior to the consummation of the Issuer's initial public offering.

	Daniel A. Bergeron	08/09/2005
	** 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.

POWER OF ATTORNEY
For Executing and Filing Forms 3, 4 and 5
KNOW ALL BY THESE PRESENTS, that the undersigned
hereby constitutes and appoints each of Dr. Michael J.
Hartnett, Daniel A. Bergeron and any present or future
Secretary or Assistant Secretary of RBC Bearings
Incorporated or any of them, each acting alone,
his/her true and lawful attorney-in-fact to:
(1)	execute for and on behalf of the
undersigned a Form 3, Form 4 or Form 5 relating to the
securities of RBC Bearings Incorporated, in accordance
with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2)	do and perform any and all acts for an
on behalf of the undersigned which may be necessary or
desirable to complete the execution of such Form 3,
Form 4 or Form 5 and the timely filing of such form
with the United States Securities and Exchange
Commission and any other authority; and
(3)	take any other action of any type
whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this power of
Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may
approve in his discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and
perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the
exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally
present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done
by virtue of this Power of Attorney and the rights and
powers herein granted.  The undersigned acknowledges
that each of the foregoing attorneys-in-fact, in
serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.  This Power of
Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3,
4 or 5 with respect to the undersigned's holdings of
and transactions in securities issued by RBC Bearings
Incorporated unless earlier revoked by the undersigned
in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this 5th
day of August, 2005.

/s/ Michael J. Hartnett
Name:
SWORN TO AND SUBSCRIBED before me this 5th day of
August 2005, by Michael J. Hartnett.  He is personally known to
me and who did take an oath.

NOTARY PUBLIC Starla Todd

State of Connecticut
My Commission Expires: September 30, 2006