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) 11/02/2015 | ||||||||||||||||||||||||||
| 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, ?0.10 Nominal Value | 11/02/2015 | A | 18,608(1) | A | (2) | 18,608 | 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) | $27.68 | 11/02/2015 | A | 2,200 | (3) | 07/27/2017 | Ordinary Shares, ?0.10 Nominal Value | 2,200 | (3) | 2,200 | D | ||||
| Employee Stock Option (right to buy) | $30.84 | 11/02/2015 | A | 3,100 | (4) | 05/21/2018 | Ordinary Shares, ?0.10 Nominal Value | 3,100 | (4) | 3,100 | D | ||||
| Employee Stock Option (right to buy) | $22.83 | 11/02/2015 | A | 3,150 | (5) | 05/21/2019 | Ordinary Shares, ?0.10 Nominal Value | 3,150 | (5) | 3,150 | D | ||||
| Employee Stock Option (right to buy) | $31.87 | 11/02/2015 | A | 3,000 | (6) | 05/20/2020 | Ordinary Shares, ?0.10 Nominal Value | 3,000 | (6) | 3,000 | D | ||||
| Employee Stock Option (right to buy) | $36.09 | 11/02/2015 | A | 3,500 | (7) | 05/31/2021 | Ordinary Shares, ?0.10 Nominal Value | 3,500 | (7) | 3,500 | D | ||||
| Employee Stock Option (right to buy) | $29.94 | 11/02/2015 | A | 3,800 | (8) | 05/30/2022 | Ordinary Shares, ?0.10 Nominal Value | 3,800 | (8) | 3,800 | D | ||||
| Employee Stock Option (right to buy) | $45.34 | 11/02/2015 | A | 6,000 | (9) | 05/31/2023 | Ordinary Shares, ?0.10 Nominal Value | 6,000 | (9) | 6,000 | D | ||||
| Employee Stock Option (right to buy) | $53.52 | 11/02/2015 | A | 12,252 | (10) | 05/30/2024 | Ordinary Shares, ?0.10 Nominal Value | 12,252 | (10) | 12,252 | D | ||||
| Employee Stock Option (right to buy) | $67.98 | 11/02/2015 | A | 8,000 | (11) | 08/10/2025 | Ordinary Shares, ?0.10 Nominal Value | 8,000 | (11) | 8,000 | D | ||||
| Explanation of Responses: |
| 1. 13,652 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 1,400 on May 31, 2016; 1,000 on August 1, 2016; 1,000 on November 28, 2016; 5,000 on May 31, 2017; 2,252 on May 30, 2018 and 3,000 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. This option to purchase 2,200 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 2,200 STERIS common shares for $27.68 per share, subject to the same terms and conditions as the original STERIS stock option. |
| 4. This option to purchase 3,100 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,100 STERIS common shares for $30.84 per share, subject to the same terms and conditions as the original STERIS stock option. |
| 5. This option to purchase 3,150 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,150 STERIS common shares for $22.83 per share, subject to the same terms and conditions as the original STERIS stock option. |
| 6. This option to purchase 3,000 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,000 STERIS common shares for $31.87 per share, subject to the same terms and conditions as the original STERIS stock option. |
| 7. This option to purchase 3,500 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,500 STERIS common shares for $36.09 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: 950 on May 30, 2013; 950 on May 30, 2014; 950 on May 30, 2015 and 950 on May 30, 2016. This option was received in the Merger in exchange for an option to purchase 3,800 STERIS common shares for $29.94 per share, subject to the same terms and conditions as the original STERIS stock option. |
| 9. This option became or will become exercisable as follows: 1,500 on May 31, 2014; 1,500 on May 31, 2015; 1,500 on May 31, 2016 and 1,500 on May 31, 2017. This option was received in the Merger in exchange for an option to purchase 6,000 STERIS common shares for $45.34 per share, subject to the same terms and conditions as the original STERIS stock option. |
| 10. This option became or will become exercisable as follows: 3,063 on May 30, 2015; 3,063 on May 30, 2016; 3,063 on May 30, 2017 and 3,063 on May 30, 2018. This option was received in the Merger in exchange for an option to purchase 12,252 STERIS common shares for $53.52 per share, subject to the same terms and conditions as the original STERIS stock option. |
| 11. This option will become exercisable as follows: 2,000 on May 28, 2016; 2,000 on May 28, 2017; 2,000 on May 28, 2018 and 2,000 on May 28, 2019. This option was received in the Merger in exchange for an option to purchase 8,000 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. | ||
| * 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. | ||