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).
1. Name and Address of Reporting Person*
Williams Thomas J

(Last) (First) (Middle)
15 LAUREL CREST DRIVE

(Street)
BURLINGTON CT US 06013

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RBC Bearings INC [ ROLL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
09/07/2012
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 09/07/2012 M(9) 2,418 A $31.91 6,918(4)(5)(7) D
Common Stock 09/07/2012 S(9) 2,418 D $47 4,500(4)(5)(7) D
Common Stock 09/10/2012 M(9) 5,582 A $31.91 10,082(4)(5)(7) D
Common Stock 09/10/2012 S(9) 5,582 D $47 4,500(4)(5)(7) D
Common Stock 09/10/2012 M(9) 3,000 A $20.37 7,500(4)(5)(7) D
Common Stock 09/10/2012 S(9) 3,000 D $47 4,500(4)(5)(7) 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
Option to purchase Common Stock $22.73 11/16/2010(3) 11/16/2016 Common Stock 10,000 10,000 D
Option to purchase Common Stock $37.66 10/06/2012(6) 10/06/2018 Common Stock 10,000 10,000 D
Option to Purchase Common Stock $44.6 06/04/2013(8) 06/04/2019 Common Stock 10,000 10,000 D
Option to Purchase Common Stock $31.91 09/07/2012 M(9) 2,418(9) 02/12/2009(1) 02/12/2015 Common Stock 10,000 $31.91 7,582 D
Option to Purchase Common Stock $31.91 09/10/2012 M(9) 5,582(9) 02/12/2009(1) 02/12/2015 Common Stock 7,582 $31.91 2,000 D
Option to Purchase Common Stock $20.37 09/10/2012 M(9) 3,000(9) 11/11/2009(2) 11/11/2015 Common Stock 10,000 $20.37 7,000 D
Explanation of Responses:
1. Options to purchase shares of common stock are subject to the following vesting schedule: 1/5 vest on 2/12/09, 1/5 vest on 2/12/10, 1/5 vest on 2/12/11, 1/5 vest on 2/12/12 and 1/5 vest on 2/12/13.
2. Options to purchase shares of common stock are subject to the following vesting schedule: 1/3 vested on 11/11/09, 1/3 vest on 11/11/10 and 1/3 vest on 11/11/11.
3. Options to purchase shares of Common Stock are subject to the following vesting schedule: 1/5 vest on 11/16/2010, 1/5 vest on 11/16/2011, 1/5 vest on 11/16/2012, 1/5 vest on 11/16/2013 and 1/5 vest on 11/16/2014
4. 500 shares of the reported Common Stock are Restricted Shares. The Restrictions lapse on 11/16/2012. Unvested shares of Restricted Stock (i) may be immediately forfeited to the Company at the time the grantee ceases to be an officer or employee of, or otherwise perform services for, the Company or its subsidiaries under certain circumstances or (ii) may lapse upon the happening of certain events
5. 2,000 shares of the reported Common Stock are Restricted Shares. The Restrictions lapse in accordance with the following schedule: 1/5 lapse on 10/06/2012, 1/5 lapse on 10/06/2013, 1/5 lapse on 10/06/2014, 1/5 lapse on 10/06/2015 and 1/5 lapse on 10/06/2016. Unvested shares of Restricted Stock (i) may be immediately forfeited to the Company at the time the grantee ceases to be an officer or employee of, or otherwise perform services for, the Company or its subsidiaries under certain circumstances or (ii) may lapse upon the happening of certain events
6. Options to purchase shares of Common Stock are subject to the following vesting schedule: 1/5 vest on 10/06/2012, 1/5 vest on 10/06/2013, 1/5 vest on 10/06/2014, 1/5 vest on 10/06/2015 and 1/5 vest on 10/06/2016. Options expire 7 years from grant date.
7. 2,000 shares of the reported Common Stock are Restricted Shares. The Restrictions lapse in accordance with the following schedule: 1/3 lapse on 6/4/2013, 1/3 laspe on 6/4/2014 and 1/3 lapse on 6/4/2015. Unvested shares of Restricted Stock (i) may be immediately forfeited to the Company at the time the grantee ceases to be an officer or employee of, or otherwise perform services for, the Company or its subsidiaries under certain circumstances or (ii) may lapse upon the happening of certain events
8. Options to purchase shares of Common Stock are subject to the following vesting schedule: 1/5 vest on 6/4/2013, 1/5 vest on 6/4/2014, 1/5 vest on 6/4/2015, 1/5 vest on 6/4/2016 and 1/5 vest on 6/4/2017. Options expire 7 years from grant date.
9. Shares sold pursuant to Rule 10b5-1 Sales Plan established on March 29, 2012 covering 11,000 shares for sale at a price of at least $47 per share subject to Rule 144 requirements and 11,000 shares for sale at a price of at least $48 per share subject to Rule 144 requirements. The shares will be acquired through exercise of the following options respectively: 8,000 shares from an option granted 2/12/2008 with an exercise price of $31.91 per share; 10,000 shares from an option granted 11/11/2008 with an exercise price of $20.37 per share; and 4,000 shares from an option granted 11/16/2009 with an exercise price of $22.73 per share.
Thomas J. Williams 09/11/2012
** 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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