RBC Bearings INC — Director's Dealing 2012

Feb 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RBC Bearings INC (ROLL)
CIK: 0001324948
Period of Report: 2012-02-17

Reporting Person: Edwards Richard J (V.P. and General Manager)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-17	Common Stock	F	134	$45.88	Disposed	13980	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Purchase Common Stock	$31.91	2015-02-12	Common Stock (12000)	12000	Direct
Option to Purchase Common Stock	$12	2012-07-01	Common Stock (12500)	12500	Direct
Option to Purchase Common Stock	$22.66	2013-07-12	Common Stock (20000)	20000	Direct
Option to Purchase Common Stock	$20.37	2015-11-11	Common Stock (20000)	20000	Direct
Option to Purchase Common Stock	$22.73	2016-11-16	Common Stock (20000)	20000	Direct
Option to Purchase Common Stock	$37.66	2018-10-06	Common Stock (20000)	20000	Direct

Footnotes

F1: Options to purchase shares of Common Stock are subject tothe following vesting schedule: 1/5 vest on 7/12/07, 1/5 vest on 7/12/08, 1/5 vest on 7/12/09, 1/5 vest on 7/12/10 and 1/5 vest on 7/12/11.

F2: 400 shares of the reported Common Stock are Restricted Shares. The Restrictions lapse on 2/12/13. Unvested shares of Restricted Stock (i) may be immediately forfeited to the Company at the time the grantee ceases to be an officer or employee of, or otherwise perform services for, the Company or its subsidiaries under certain circumstances or (ii) may lapse upon the happening of certain events.

F3: Options to purchase shares of common stock are subject to the following vesting schedule: 1/5 vest on 2/12/09, 1/5 vest on 2/12/10, 1/5 vest on 2/12/11, 1/5 vest on 2/12/12 and 1/5 vest on 2/12/13.

F4: Options to purchase shares of common stock are subject to the following vesting schedule: 1/3 vested on 11/11/09, 1/3 vest on 11/11/10 and 1/3 vest on 11/11/11.

F5: Options to purchase shares of Common Stock are subject to the following vesting schedule: 1/5 vest on 11/16/2010, 1/5 vest on 11/16/2011, 1/5 vest on 11/16/2012, 1/5 vest on 11/16/2013 and 1/5 vest on 11/16/2014

F6: 1,000 shares of the reported Common Stock are Restricted Shares. The Restrictions lapse on 11/16/2012. Unvested shares of Restricted Stock (i) may be immediately forfeited to the Company at the time the grantee ceases to be an officer or employee of, or otherwise perform services for, the Company or its subsidiaries under certain circumstances or (ii) may lapse upon the happening of certain events.

F7: 5,000 shares of the reported Common Stock are Restricted Shares. The Restrictions lapse in accordance with the following schedule: 1/5 lapse on 10/06/2012, 1/5 lapse on 10/06/2013, 1/5 lapse on 10/06/2014, 1/5 lapse on 10/06/2015 and 1/5 lapse on 10/06/2016. Unvested shares of Restricted Stock (i) may be immediately forfeited to the Company at the time the grantee ceases to be an officer or employee of, or otherwise perform services for, the Company or its subsidiaries under certain circumstances or (ii) may lapse upon the happening of certain events.

F8: Options to purchase shares of Common Stock are subject to the following vesting schedule: 1/5 vest on 10/06/2012, 1/5 vest on 10/06/2013, 1/5 vest on 10/06/2014, 1/5 vest on 10/06/2015 and 1/5 vest on 10/06/2016. Options expire 7 years from grant date.

F9: Represents shares withheld by the Company to pay tax liability related to the vesting of restricted stock.