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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol STERIS plc [ STE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/30/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/30/2019 | F | 1,860(1) | D | $133.35 | 45,350 | D | |||
| Ordinary Shares | 05/30/2019 | M | 60,000(2)(3) | A | $53.52 | 105,350 | D | |||
| Ordinary Shares | 05/30/2019 | S | 30,678(2) | D | $133.05(4) | 74,672 | D | |||
| Ordinary Shares | 05/30/2019 | S | 27,922(2) | D | $134.18(5) | 46,750 | D | |||
| Ordinary Shares | 05/30/2019 | S | 1,400(2) | D | $134.6(6) | 45,350 | D | |||
| Ordinary Shares | 05/31/2019 | F | 1,436(7) | D | $133.68 | 43,914 | D | |||
| Ordinary Shares | 05/31/2019 | M | 59,000(3)(8) | A | $53.52 | 102,914 | D | |||
| Ordinary Shares | 05/31/2019 | S | 28,042(8) | D | $130.84(9) | 74,872 | D | |||
| Ordinary Shares | 05/31/2019 | S | 29,083(8) | D | $132.06(10) | 45,789 | D | |||
| Ordinary Shares | 05/31/2019 | S | 1,875(8) | D | $132.55(11) | 43,914 | D | |||
| Ordinary Shares | 05/31/2019 | A | 10,388(12) | A | $0.00 | 54,302(13) | D | |||
| Ordinary Shares | 13,000 | I | See Footnote Below.(14) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $53.52 | 05/30/2019 | M | 60,000 | (3) | 05/30/2024 | Ordinary Shares | 119,000 | $0.00(3) | 59,000 | D | ||||
| Employee Stock Option (right to buy) | $53.52 | 05/31/2019 | M | 59,000 | (3) | 05/30/2024 | Ordinary Shares | 59,000 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $147.05 | 05/31/2019 | A | 111,204 | (15) | 05/31/2029 | Ordinary Shares | 111,204 | $0.00 | 111,204 | D | ||||
| Explanation of Responses: |
| 1. 1,860 shares were withheld from the 4,000 restricted shares that vested on May 30, 2019. These 1,860 ordinary shares represent the value of the taxes required to be withheld pursuant to applicable employment or tax laws, as determined by the Issuer. These 4,000 ordinary shares were awarded to Mr. Rosebrough on May 30, 2017 as part of an award of 16,000 restricted shares. These vested shares were valued at the NYSE closing market price on May 30, 2019. The remaining restrictions on these ordinary shares lapse as follows: 4,000 on May 30, 2020; and 4,000 on May 30, 2021. |
| 2. This exercise and sale of a total of 60,000 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on May 15, 2019. |
| 3. This option to purchase 119,000 STERIS ordinary shares, which is fully vested, was received in conjunction with the Redomiciliation of the entity organized under the laws of the U.K. and formerly named STERIS plc ("Old STERIS") in exchange for an option to purchase 119,000 Old STERIS ordinary shares for $53.52 per share, subject to the same terms and conditions as the original Old STERIS stock option, except as otherwise required by law. |
| 4. Price reflects a weighted average sale price for multiple transactions ranging from $132.53 to $133.52 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 5. Price reflects a weighted average sale price for multiple transactions ranging from $133.54 to $134.50 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 6. Price reflects a weighted average sale price for multiple transactions ranging from $134.53 to $134.69 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 7. 1,436 shares were withheld from the 3,097 restricted shares that vested on May 31, 2019. These 1,436 ordinary shares represent the value of the taxes required to be withheld pursuant to applicable employment or tax laws, as determined by the Issuer. These 3,097 ordinary shares were awarded to Mr. Rosebrough on May 31, 2018 as part of an award of 12,388 restricted shares. These vested shares were valued at the NYSE closing market price on May 31, 2019. The remaining restrictions on these ordinary shares lapse as follows: 3,097 on June 1, 2020; 3,097 on June 1, 2021 and 3,097 on May 31, 2022. |
| 8. This exercise and sale of a total of 59,000 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on May 15, 2019. |
| 9. Price reflects a weighted average sale price for multiple transactions ranging from $130.39 to $131.38 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 10. Price reflects a weighted average sale price for multiple transactions ranging from $131.41 to $132.40 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 11. Price reflects a weighted average sale price for multiple transactions ranging from $132.44 to $132.68 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 12. All 10,388 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 2,597 on June 1, 2020; 2,597 on June 1, 2021; 2,597 on May 31, 2022 and 2,597 on May 31, 2023. |
| 13. These 54,302 ordinary shares are held by the reporting person as trustee of a revocable trust established for his benefit. 37,041 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 4,681 on June 3, 2019; 4,681 on June 1, 2020; 4,000 on June 1, 2020; 3,097 on June 1, 2020; 2,597 on June 1, 2020; 4,000 on June 1, 2021; 3,097 on June 1, 2021; 2,597 on June 1, 2021; 3,097 on May 31, 2022; 2,597 on May 31, 2022; and 2,597 on May 31, 2023. |
| 14. These ordinary shares are held by the reporting person's spouse as trustee of a revocable trust established for her benefit. |
| 15. This option becomes exercisable as follows: 27,801 on June 1, 2020; 27,801 on June 1, 2021; 27,801 on May 31, 2022 and 27,801 on May 31, 2023. |
| Remarks: |
| /s/ Ronald E. Snyder, Authorized Representative under Power of Attorney | 06/03/2019 | |
| ** 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 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). | ||
| 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. | ||