Sheffield Holly R Form 3 COOPER COMPANIES / Holly R Sheffield ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sheffield Holly R

(Last) (First) (Middle)

C/O THE COOPER COMPANIES, INC.

6140 STORNERIDGE MALL ROAD, SUITE 590

(Street)

PLEASANTON CA 94588

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/11/2018

3. Issuer Name and Ticker or Trading Symbol
COOPER COMPANIES INC [ COO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CSO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(1)	06/04/2028	Common Stock	17,528	226.3	D
Restricted Stock Units	(2)	(3)	Common Stock	4,419	(4)	D

Explanation of Responses:

1. 6/4/18 NQ Grant (mod 2-5 anni vest): The options will vest in equal increments over five years measured from the date of grant as follows: 1/4 shall vest on 6/4/20; 1/4 shall vest on 6/4/21; 1/4 shall vest on 6/4/22 and 1/4 shall vest on 6/4/23.

2. 6/4/18 RSU Grant (mod 2-5 anni vest): The RSUs will vest in equal increments over five years measured from the date of grant as follows: 1/4 shall vest on 6/4/20; 1/4 shall vest on 6/4/21; 1/4 shall vest on 6/4/22 and 1/4 shall vest on 6/4/23.

3. RSU Expiration Date: This award has no expiration date. Units will either vest or be forfeit.

4. RSU Exercise Price: There is no exercise price associated with the grant of Restricted Stock Units.

	/s/ Holly R. Sheffield	07/17/2018
	** 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 5 (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.
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