SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* O'Connell Shawn M. (Last) (First) (Middle) C/O ENERSYS 2366 BERNVILLE ROAD (Street) READING PA 19605 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2019	3. Issuer Name and Ticker or Trading Symbol EnerSys [ ENS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Pres, Motive Power Americas	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,267.669(1)(2)(3)(4)(5)(6)(7)(8)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	05/16/2019	05/16/2026	Stock Options	1,851	57.6	D
Stock Options	(9)	05/09/2027	Stock Options	3,613	83.14	D
Stock Options	(10)	08/13/2028	Stock Options	4,114	75.17	D

Explanation of Responses:

1. This amount includes 481.2009 unvested Restricted Stock Units ("RSUs") in connection with RSUs granted to the reporting person on May 15, 2015. These RSUs vest on May 15, 2019.

2. This amount includes 1,563.2164 unvested RSUs, in connection with RSUs granted to the reporting person on May 16, 2016. One-half of these RSUs will vest on each of May 16, 2019 and May 16, 2020.

3. This amount includes 1,609.2009 unvested RSUs, in connection with RSUs granted to the reporting person on May 9, 2017. One-third of these RSUs will vest on each of May 9, 2019, May 9, 2020 and May 9, 2021.

4. This amount includes 2,344.2406 unvested RSUs, in connection with the grant of RSUs on August 13, 2018. These RSUs vest twenty-five percent on each of May 15, 2019, May 15, 2020, May 15, 2021, and May 15, 2022.

5. This amount includes 1,271.9786 Performance Share Units ("PSUs") in connection with the PSUs granted to the reporting person on May 16, 2016. These PSUs will vest 100% on May 16, 2019, with an additional one year holding period (4 years total to settlement), subject to acceleration and cancellation upon the occurrence of certain events. Each PSU converts into the number of shares of common stock determined by applying the TSR multiplier to the number of units vesting on the third anniversary of the date of grant. The TSR multiplier is based on relative TSR performance versus peers over the three year vesting period. The peer group is the S&P Small Cap 600 Industrial Index, of which EnerSys is a member, and consists of approximately 100 companies. The minimum TSR multiplier is 0% and the maximum TSR multiplier is 200%. These shares represent the PSUs granted, assuming a TSR multiplier of 100%.

6. This amount includes 843.8368 PSUs, in connection with the PSUs granted to the reporting person on May 9, 2017. These PSUs will vest 100% on May 9, 2020, with an additional one year holding period (4 years total until settlement), subject to acceleration and cancellation upon the occurrence of certain events. Each PSU converts into a number of shares of common stock determined by applying the TSR multiplier to the number of units vesting on the third anniversary of the date of grant. The TSR multiplier is based on relative TSR performance versus peers over the three year vesting period. The peer group is the S&P Small Cap 600 Industrial Index, of which EnerSys is a member, and consists of approximately 100 companies. The minimum TSR multiplier is 0% and the maximul TSR multiplier is 200%. These shares represent the performance share units granted, assuming a TSR multiplier of 100%.

7. This amount includes 510.5369 PSUs, in connection with the PSUs granted to the reporting person on August 13, 2018. These PSUs will vest 100% on August 13, 2021, with an additional one year holding period (4 years total until settlement). subject to acceleration and cancellation upon the occurrence of certain events. Each PSU converts into the number of shares of common stock determined by applying the TSR multiplier to the number of units vesting on the third anniversary of the date of grant. The TSR multiplier is based on relative TSR performance versus peers over the three year vesting period. The peer group is the S&P Small Cap 600 Industrial Index, of which EnerSys is a member, and consists of approximately 100 companies. The minimum TSR multiplier is 0% and the maximum TSR multiplier is 200%. These shares represent the PSUs granted, assuming a TSR multiplier of 100%.

8. This amount includes 643.4578 PSUs, in connection with the PSUs granted to the reporting person on August 13, 2018. These PSUs will vest 100% on August 13, 2021, with an additional one year holding period (4 years total until settlement), subject to acceleration and cancellation upon the occurrence of certain events. Each performance share unit converts into the number of shares of common stock determined by applying an EPS performance multiplier to the number of units vesting on the third anniversary of the date of grant. The EPS performance multiplier is based on the cumulative adjusted EPS over the three year vesting period relative to a target cumulative adjusted EPS. The minimum performance multiplier is 0% and the maximum EPS performance multiplier is 200%. These shares represent the performance share units granted, assuming an EPS performance multiplier of 100%.

9. 1,205 of these options will vest on May 9, 2019, and 1,204 will vest on May 9, 2020.

10. One-third of these options will vest on each of August 13, 2019, August 13, 2020, and August 13, 2021.

Remarks:

	Karen J. Yodis, by Power of Attorney	04/04/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY
       Know all by these presents that the undersigned hereby constitutes and
appoints each of Karen J. Yodis, John R. Yarbrough, Jr., and Joseph G. Lewis,
signing individually, as the undersigned's true and lawful attorney-in-fact to:
       1.	execute for and on behalf of the undersigned, in the undersigned's
capacity as an Officer of EnerSys (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;
       2.	do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to obtain filing codes, complete and execute
any such Form 3, 4, or 5 and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar authority;
and
       3.	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
       The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
       The undersigned hereby authorizes each such attorney-in-fact to file any
original or copy of this
Limited Power of Attorney with any institution or person or in any public
office, including the United States Securities and Exchange Commission.
       I hereby revoke any and all Powers of Attorney executed by me prior to
the date of this Limited Power of Attorney that cover the subject matter set
forth herein.
       This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings or transactions in securities issued by
the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
       Any provision of this Limited Power of Attorney judicially determined to
be unenforceable or invalid for any reason shall be entirely disregarded and
such determination shall not affect or impair the other provisions hereof.
       IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be executed as of this 1st day of April, 2019.
/s/ Shawn O'Connell
Name:  Shawn O'Connell