LXFR Luxfer Holdings PLC

FORM 4 ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Wardlow Graham	2. Issuer Name and Ticker or Trading Symbol LUXFER HOLDINGS PLC [ LXFR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) See Remarks
(Last)          (First)          (Middle) LUXFER HOLDINGS PLC, LUMNS LANE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/15/2023
(Street) MANCHESTER, X0 M27 8LN	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)	Rule 10b5-1(c) Transaction Indication ☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Ordinary Shares	5/15/2023		M		800	A	(1)	27280 (9)	D
Ordinary Shares	5/15/2023		M		110	A	(3)	27390	D
Ordinary Shares	5/15/2023		M		1285	A	(1)	28675	D
Ordinary Shares	5/15/2023		M		133	A	(3)	28808	D
Ordinary Shares	5/15/2023		M		800	A	(1)	29608	D
Ordinary Shares	5/15/2023		M		45	A	(3)	29653	D
Ordinary Shares	5/15/2023		M		1000	A	(1)	30653	D
Ordinary Shares	5/15/2023		M		32	A	(3)	30685	D
Ordinary Shares	5/15/2023		M		720	A	(1)	31405	D
Ordinary Shares	5/15/2023		M		1280	A	(1)	32685	D
Ordinary Shares	5/15/2023		F		3177	D	$14.46	29508	D
Ordinary Shares								7520	I	By Spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Stock Options (Right to Buy)	(1)	5/15/2023		M			800	(2)	3/14/2025	Ordinary Shares	800	(1)	0	D
Dividend Equivalent Rights	(3)	5/15/2023		M			110	(3)	3/14/2025	Ordinary Shares	110	(3)	0	D
Stock Options (Right to Buy)	(1)	5/15/2023		M			1285	(4)	3/13/2026	Ordinary Shares	1285	(1)	1285	D
Dividend Equivalent Rights	(3)	5/15/2023		M			133	(3)	3/13/2026	Ordinary Shares	133	(3)	131	D
Stock Options (Right to Buy)	(1)	5/15/2023		M			800	(5)	3/15/2027	Ordinary Shares	800	(1)	1600	D
Dividend Equivalent Rights	(3)	5/15/2023		M			45	(3)	3/15/2027	Ordinary Shares	45	(3)	97	D
Stock Options (Right to Buy)	(1)	5/15/2023		M			1000	(6)	3/14/2028	Ordinary Shares	1000	(1)	3000	D
Dividend Equivalent Rights	(3)	5/15/2023		M			32	(3)	3/14/2028	Ordinary Shares	32	(3)	102	D
Stock Options (Right to Buy)	(1)	5/15/2023		M			720	(7)	3/14/2025	Ordinary Shares	720	(1)	0	D
Stock Options (Right to Buy)	(1)	5/15/2023		M			1280	(8)	3/15/2027	Ordinary Shares	1280	(1)	2560	D

Explanation of Responses:
(1)	1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.
(2)	The Stock Options vested in four equal annual installments beginning on March 14, 2020. The Stock Options are fully vested and exercised.
(3)	Represents Dividend Equivalent Rights accrued on employee stock options, which become exercisable proportionately with the Stock Options to which they relate. Each Dividend Equivalent Right is the economic equivalent of one Ordinary Share. Dividend Equivalent Rights convert 1 for 1, subject to a nominal payment of $1.00 per Ordinary Share.
(4)	The remaining Stock Options vest on March 13, 2024.
(5)	The remaining Stock Options vest in two equal annual installments on March 15, 2024 and March 15, 2025.
(6)	The remaining Stock Options vest in three equal annual installments beginning on March 14, 2024.
(7)	Represents the exercise of vested, performance-based Stock Options (at 50% target) awarded on March 14, 2019. The performance-based Stock Options were granted on March 14, 2022 upon the achievement of relative Total Shareholder Return (TSR) goals for the three-year performance period ended December 31, 2021. One-half of the performance-based Stock Options vested on March 14, 2022, and the remaining balance vested on March 14, 2023. The performance-based Stock Options are fully vested and exercised.
(8)	Represents the exercise of vested, performance-based Stock Options (at 200% target) awarded on March 15, 2021. The performance-based Stock Options were granted on March 15, 2023 upon the achievement of an adjusted diluted EPS performance metric for the performance period ended December 31, 2021. One-third of the performance-based Stock Options, being 1,280 Stock Options, vested on March 15, 2023. The remaining performance-based Stock Options will vest in two equal annual installments on March 15, 2024 and March 15, 2025.
(9)	Includes 699 Ordinary Shares acquired since the Reporting Person's last reportable transaction pursuant to the Luxfer Holdings PLC Share Incentive Plan and the automatic dividend reinvestment feature of the Luxfer Holdings PLC Long Term Umbrella Incentive Plan.

Remarks: Managing Director, Luxfer MEL Technologies

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wardlow Graham LUXFER HOLDINGS PLC LUMNS LANE MANCHESTER, X0 M27 8LN			See Remarks

Signatures
/s/ Megan E. Glise under Power of Attorney for Graham Wardlow		5/16/2023
**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).
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