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^*

Arduini Matteo

(Last)

(First)

(Middle)

7456 SIXTEENTH STREET EAST

(Street)

SARASOTA

34243

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HELIOS TECHNOLOGIES, INC. [ HLIO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, QRC

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2023

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	02/28/2023		M		5,143⁽¹⁾	A	$0.00	13,608	D
Common Stock	02/28/2023		F		2,300⁽²⁾	D	$54.44	11,308	D
Common Stock	02/28/2023		M		437	A	$0.00	11,745	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)
Performance-Based Restricted Stock Units	⁽¹⁾	02/28/2023		M			5,143	⁽¹⁾	⁽¹⁾	Common Stock	5,143	$0.00	0	D
Restricted Stock Units	⁽³⁾	02/28/2023		M			437	⁽⁴⁾	⁽⁴⁾	Common Stock	437	$0.00	0	D

Explanation of Responses:

1. Acquired performance-based restricted stock units granted to the Reporting Person on February 28, 2020, as determined by the performance period beginning on the first day of the Company's 2020 fiscal year and ending on the last day of the Company's 2022 fiscal year, following subsequent financial approval of the payout percentage for the grant based on performance criteria. The payout percentage for the grant based on performance goals was 196%.

2. 5143 restricted stock units became fully vested on 2/28/2023, of which 2300 were converted to cash to satisfy tax withholding obligations. Tax withholding was calculated pursuant to performance criteria for period ending on the last day of December 31, 2022.

3. Each RSU represents the right to receive, following vesting, one share of Common Stock.

4. Unless earlier forfeited under the terms of the RSU, 33-1/3% of the awards vest and convert into Common Stock on each anniversary of the grant date.

Remarks:

	/s/ Marc Greenberg, Attorney-in-Fact for Matteo Arduini	03/02/2023
	** 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).
** 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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