Rosebrough Walter M Jr Form 4 Steris / Walter M Rosebrough Jr ownership change

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^*

Rosebrough Walter M Jr

(Last) (First) (Middle)

C/O CHANCERY HOUSE, 190 WATERSIDE ROAD

HAMILTON INDUSTRIAL PARK

(Street)

LEISCESTER X0 LE5 1QZ

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Steris plc [ STE ]

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

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2015

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares, ?0.10 Nominal Value	11/02/2015		A		116,376(1)	A	(2)	116,376	D
Ordinary Shares, ?0.10 Nominal Value	11/02/2015		A		20,000	A	(2)	20,000	I	See Footnote Below.(3)
Ordinary Shares, ?0.10 Nominal Value	11/02/2015		A		68,806	A	(2)	68,806	I	See Footnote Below.(4)
Ordinary Shares, ?0.10 Nominal Value	11/02/2015		A		6,960	A	(2)	6,960	I	See Footnote Below.(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$29.94	11/02/2015		A		18,000		(6)	05/30/2022	Ordinary Shares, ?0.10 Nominal Value	18,000	(6)	18,000	D
Employee Stock Option (right to buy)	$45.34	11/02/2015		A		50,000		(7)	05/31/2023	Ordinary Shares, ?0.10 Nominal Value	50,000	(7)	50,000	D
Employee Stock Option (right to buy)	$53.52	11/02/2015		A		119,000		(8)	05/30/2024	Ordinary Shares, ?0.10 Nominal Value	119,000	(8)	119,000	D
Employee Stock Option (right to buy)	$67.98	11/02/2015		A		111,000		(9)	08/10/2025	Ordinary Shares, ?0.10 Nominal Value	111,000	(9)	111,000	D

Explanation of Responses:

1. These 116,376 ordinary shares are held by the Reporting Person as Trustee of a revocable trust established for his benefit. 44,750 of these ordinary shares are restricted. The restrictions on the restricted ordinary shares lapse as follows: 5,000 on May 31, 2016; 6,250 on May 31, 2016; 6,250 on May 31, 2017; 4,250 on May 30, 2016; 4,250 on May 30, 2017; 4,250 on May 30, 2018; 3,625 on May 30, 2016; 3,625 on May 29, 2017; 3,625 on May 28, 2018 and 3,625 on May 28, 2019.

2. Represents ordinary shares of STERIS plc ("New STERIS") acquired pursuant to merger of a wholly-owned subsidiary of New STERIS with and into STERIS Corporation ("STERIS"), with STERIS surviving the merger as a wholly-owned subsidiary of New STERIS (the "Merger"), in exchange for common shares of STERIS, which was consummated simultaneous with and conditioned on New STERIS' acquisition of Synergy Health plc by commencing a "recommended offer" under English law. At the effective time of the Merger, each STERIS common share was cancelled and converted into the right to receive one New STERIS ordinary share.

3. These ordinary shares are held by the Reporting Person as Trustee of an irrevocable trust established for the benefit of the children of the Reporting Person and the Reporting Person's Spouse.

4. These ordinary shares are held by the Reporting Person's Spouse as Trustee of a revocable trust established for her benefit.

5. These ordinary shares are held by the Reporting Person as Trustee of an irrevocable trust established for the benefit of the grandchildren of the Reporting Person and the Reporting Person's Spouse.

6. This option will become exercisable as follows: 18,000 on May 30, 2016. This option was received in the Merger in exchange for an option to purchase 18,000 STERIS common shares for $29.94 per share, subject to the same terms and conditions as the original STERIS stock option.

7. This option will become exercisable as follows: 25,000 on May 31, 2016 and 25,000 on May 31, 2017. This option was received in the Merger in exchange for an option to purchase 50,000 STERIS common shares for $45.34 per share, subject to the same terms and conditions as the original STERIS stock option.

8. This option became or will become exercisable as follows: 29,750 on May 30, 2015; 29,750 on May 30, 2016; 29,750 on May 30, 2017 and 29,750 on May 30, 2018. This option was received in the Merger in exchange for an option to purchase 119,000 STERIS common shares for $53.52 per share, subject to the same terms and conditions as the original STERIS stock option.

9. This option will become exercisable as follows: 27,750 on May 28, 2016; 27,750 on May 28, 2017; 27,750 on May 28, 2018 and 27,750 on May 28, 2019. This option was received in the Merger in exchange for an option to purchase 111,000 STERIS common shares for $67.98 per share, subject to the same terms and conditions as the original STERIS stock option.

Remarks:

	/s/ Dennis P. Patton, Authorized Representative under Power of Attorney	11/02/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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