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 *
Whaley Patricia M
  2. Issuer Name and Ticker or Trading Symbol
Rexnord Corp [RXN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Pres.-General Counsel
(Last)
(First)
(Middle)
4701 W. GREENFIELD AVE
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2018
(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 05/22/2018   M(1)   2,620 A (1) 55,047 D  
Common Stock 05/22/2018   F(2)   820 D $ 28.94 54,227 D  

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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
Performance Stock Units (1) 05/22/2018   A(1)   258     (1)   (1) Common Stock 258 (1) 2,620 D  
Performance Stock Units (1) 05/22/2018   M(1)     2,620   (1)   (1) Common Stock 2,620 (1) 0 D  
Stock Option (right to buy) $ 8.888               (3) 07/29/2020 Common Stock 8,325   8,325 D  
Stock Option (right to buy) $ 22.03               (3) 05/11/2022 Common Stock 45,000   45,000 D  
Stock Option (right to buy) $ 19               (3) 05/23/2023 Common Stock 25,000   25,000 D  
Stock Option (right to buy) $ 29.31             09/03/2015(4) 09/03/2024 Common Stock 17,490   17,490 D  
Stock Option (right to buy) $ 25.77               (3) 05/22/2025 Common Stock 21,255   21,255 D  
Stock Option (right to buy) $ 19.7             05/20/2017(5) 05/20/2026 Common Stock 38,222   38,222 D  
Stock Option (right to buy) $ 23.13             05/19/2018(5) 05/19/2027 Common Stock 25,618   25,618 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Whaley Patricia M
4701 W. GREENFIELD AVE
MILWAUKEE, WI 53214
      Vice Pres.-General Counsel  

Signatures

 /s/ Jeffrey J. LaValle under Power of Attorney for Patricia M. Whaley   05/24/2018
**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) Based on Rexnord Corporation's performance during the three-year performance period (fiscal 2016-fiscal 2018), the performance stock units ("PSUs") vested at the level indicated above (the Reporting Person had the opportunity to earn up to 200% of the number originally reported, as previously disclosed).
(2) Shares were withheld to satisfy tax withholding obligations in connection with the vesting of PSUs.
(3) Option fully vested.
(4) The original option vests in four annual installments beginning on the date listed above.
(5) The original option vests in three annual installments beginning on the date listed above.

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