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 Ltd [ STE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/28/2019 | ||||||||||||||||||||||||||
| 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 | 03/28/2019 | A | 20,460(1) | A | (2) | 20,460(1) | 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) | $53.52 | 03/28/2019 | A | 7,000 | (3) | 05/30/2024 | Ordinary Shares | 7,000 | (3) | 7,000 | D | ||||
| Employee Stock Option (right to buy) | $67.98 | 03/28/2019 | A | 8,000 | (4) | 08/10/2025 | Ordinary Shares | 8,000 | (4) | 8,000 | D | ||||
| Employee Stock Option (right to buy) | $69.72 | 03/28/2019 | A | 15,000 | (5) | 06/01/2026 | Ordinary Shares | 15,000 | (5) | 15,000 | D | ||||
| Employee Stock Option (right to buy) | $77.07 | 03/28/2019 | A | 18,000 | (6) | 05/30/2027 | Ordinary Shares | 18,000 | (6) | 18,000 | D | ||||
| Employee Stock Option (right to buy) | $114.22 | 03/28/2019 | A | 29,864 | (7) | 05/31/2028 | Ordinary Shares | 29,864 | (7) | 29,864 | D | ||||
| Employee Stock Option (right to buy) | $125.58 | 03/28/2019 | A | 9,468 | (8) | 10/01/2028 | Ordinary Shares | 9,468 | (8) | 9,468 | D | ||||
| Explanation of Responses: |
| 1. 20,460 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 5,000 on May 28, 2019; 2,500 on June 1, 2020; 3,000 on October 1, 2019; 5,500 on June 1, 2021; 2,712 on May 31, 2022 and 1,748 on October 3, 2022. |
| 2. Represents ordinary shares of STERIS plc, a public limited company organized under the laws of Ireland ("STERIS") received by the reporting person pursuant to a court-approved scheme of arrangement under English law (the "Scheme"). In connection with the Scheme, the reporting person received shares of STERIS in an amount equal to the number of the reporting person's cancelled shares of STERIS plc, a public limited company organized under the laws of England and Wales ("Old STERIS"). The reporting person's STERIS shares are subject to terms and conditions, including restrictions, substantially identical to those that were applicable to the Old STERIS shares. Following the completion of the Scheme, STERIS became the ultimate holding company of Old STERIS. |
| 3. This option to purchase 7,000 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 7,000 Old STERIS ordinary shares for $53.52 per share, subject to the same terms and conditions as the original Old STERIS stock option |
| 4. This option becomes 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 under the Scheme in exchange for an option to purchase 8,000 STERIS ordinary shares for $67.98 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| 5. This option becomes exercisable as follows: 3,750 on June 1, 2017; 3,750 on June 1, 2018; 3,750 on June 3, 2019 and 3,750 on June 1, 2020. This option was assumed by STERIS under the Scheme and converted to an option to purchase 15,000 ordinary shares of STERIS for $69.72 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. |
| 6. This option becomes exercisable as follows: 4,500 on May 30, 2018; 4,500 on May 30, 2019; 4,500 on June 1, 2020 and 4,500 on June 1, 2021. This option was received under the Scheme in exchange for an option to purchase 18,000 STERIS ordinary shares for $77.07 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| 7. This option becomes exercisable as follows: 7,466 on May 31, 2019; 7,466 on June 1, 2020; 7,466 on June 1, 2021 and 7,466 on May 31, 2022. This option was received under the Scheme in exchange for an option to purchase 29,864 STERIS ordinary shares for $114.22 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| 8. This option becomes exercisable as follows: 2,367 shares on October 1, 2019; 2,367 shares on October 1, 2020; 2,367 shares on October 1, 2021 and 2,367 shares on October 3, 2022. This option was received under the Scheme in exchange for an option to purchase 9,468 STERIS ordinary shares for $125.58 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| Remarks: |
| /s/ Ronald E. Snyder, Authorized Representative under Power of Attorney | 03/28/2019 | |
| ** 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. | ||