Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ADAMS TODD A.
  2. Issuer Name and Ticker or Trading Symbol
Rexnord Corp [RXN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
4701 WEST GREENFIELD AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2016
(Street)

MILWAUKEE, WI 53214
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 05/02/2016   M(1)   25,000 (1) A $ 4.79 94,200 D  
Common Stock 05/02/2016   S(1)   25,000 (1) D $ 21.8066 (2) 69,200 D  
Common Stock               3,690 I By 401(k) Plan (3)
Common Stock               1,200 I By SEP IRA

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 Option (right to buy) $ 4.79 05/02/2016   M(1)     25,000 (1)   (4) 07/21/2016 Common Stock 25,000 $ 0 0 D  
Stock Option (right to buy) $ 4.79               (4) 04/19/2017 Common Stock 165,138   165,138 D  
Stock Option (right to buy) $ 9.609               (4) 06/24/2018 Common Stock 89,914   89,914 D  
Stock Option (right to buy) $ 4.804               (4) 07/30/2019 Common Stock 224,785   224,785 D  
Stock Option (right to buy) $ 4.804               (4) 09/11/2019 Common Stock 499,524   499,524 D  
Stock Option (right to buy) $ 8.888               (4) 10/29/2020 Common Stock 166,508   166,508 D  
Stock Option (right to buy) $ 18             03/29/2012(5) 03/29/2022 Common Stock 937,000   937,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ADAMS TODD A.
4701 WEST GREENFIELD AVENUE
MILWAUKEE, WI 53214
  X     President & CEO  

Signatures

 /s/ Jeffrey J. LaValle under Power of Attorney for Todd A. Adams   05/03/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The transactions were executed pursuant to a Rule 10b5-1 plan.
(2) This transaction was executed in multiple trades at prices ranging from $21.61 to $21.97. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effectuated.
(3) Based on information from the trustee of the 401(k) Plan.
(4) Option fully vested.
(5) One half of the original option vested three years from the date listed above and the other half vests five years from the date listed above.
 
Remarks:
Pursuant to the Reporting Person's Rule 10b5-1 plan, options that were nearing expiration were exercised and the underlying shares were sold.

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