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) 06/01/2017 | ||||||||||||||||||||||||||
| 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, 10 pence par value | 06/01/2017 | M | 4,000(1) | A | $36.09 | 20,975 | D | |||
| Ordinary Shares, 10 pence par value | 06/01/2017 | S | 4,000 | D | $79 | 16,975 | D | |||
| Ordinary Shares, 10 pence par value | 06/01/2017 | F | 165(2) | D | $79.26 | 16,810(3) | D | |||
| 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) | $36.09 | 06/01/2017 | M | 4,000 | (4) | 05/31/2021 | Ordinary Shares | 4,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. This exercise and sale of a total of 4,000 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on November 15, 2016. |
| 2. 165 shares were withheld from the 500 restricted shares that vested on June 1, 2017. These 165 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 500 ordinary shares were awarded to Ms. Bardwell on June 1, 2016 as part of an award of 2,000 restricted shares. These vested shares were valued at the NYSE closing market price on June 1, 2017. The remaining restrictions on these ordinary shares lapse as follows: 500 on June 1, 2018; 500 on June 3, 2019 and 500 on June 1, 2020. |
| 3. 6,625 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 375 on October 2, 2017; 625 on May 28, 2018; 500 on May 30, 2018; 750 on May 30, 2018; 500 on June 1, 2018; 375 on October 1, 2018; 625 on May 28, 2019; 500 on May 30, 2019; 500 on June 3, 2019; 375 on October 1, 2019; 500 on June 1, 2020; 500 on June 1, 2020 and 500 on June 1, 2021. |
| 4. This option to purchase 4,000 STERIS plc ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 4,000 STERIS common shares for $36.09 per share, subject to the same terms and conditions as the original STERIS Corporation stock option. |
| Remarks: |
| /s/ Ronald E. Snyder, Authorized Representative under Power of Attorney | 06/02/2017 | |
| ** 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. | ||