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 | 29,156 | A | (1) | 29,156 | 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 | ||||||||
| Director Stock Option (right to buy) | $32.34 | 03/28/2019 | A | 3,133 | (2) | 08/04/2020 | Ordinary Shares | 3,133 | (2) | 3,133 | D | ||||
| Director Stock Option (right to buy) | $31.61 | 03/28/2019 | A | 3,121 | (3) | 08/03/2021 | Ordinary Shares | 3,121 | (3) | 3,121 | D | ||||
| Director Stock Option (right to buy) | $32.36 | 03/28/2019 | A | 3,218 | (4) | 08/03/2022 | Ordinary Shares | 3,218 | (4) | 3,218 | D | ||||
| Director Stock Option (right to buy) | $64.05 | 03/28/2019 | A | 4,110 | (5) | 08/31/2025 | Ordinary Shares | 4,110 | (5) | 4,110 | D | ||||
| Director Stock Option (right to buy) | $71.4 | 03/28/2019 | A | 3,781 | (6) | 08/10/2026 | Ordinary Shares | 3,781 | (6) | 3,781 | D | ||||
| Director Stock Option (right to buy) | $86.23 | 03/28/2019 | A | 4,058 | (7) | 08/09/2027 | Ordinary Shares | 4,058 | (7) | 4,058 | D | ||||
| Director Stock Option (right to buy) | $114.74 | 03/28/2019 | A | 3,495 | (8) | 08/09/2028 | Ordinary Shares | 3,495 | (8) | 3,495 | D | ||||
| Career Restricted Stock Units | (9) | 03/28/2019 | A | 13,899 | (9) | (9) | Ordinary Shares | 13,899 | $0.00 | 13,899 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. This option to purchase 3,133 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,133 Old STERIS ordinary shares for $32.34 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| 3. This option to purchase 3,121 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,121 Old STERIS ordinary shares for $31.61 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| 4. This option to purchase 3,218 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,218 Old STERIS ordinary shares for $32.36 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| 5. This option to purchase 4,110 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 4,110 Old STERIS ordinary shares for $64.05 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| 6. This option to purchase 3,781 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,781 Old STERIS ordinary shares for $71.40 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| 7. This option to purchase 4,058 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 4,058 Old STERIS ordinary shares for $86.23 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| 8. This option to purchase 3,495 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,495 Old STERIS ordinary shares for $114.74 per share, subject to the same terms and conditions as the original Old STERIS stock option. |
| 9. These career restricted stock units were assumed by STERIS pursuant to the Scheme and converted to career restricted stock units of STERIS representing the right to receive 13,899 STERIS ordinary shares. These career restricted stock units are fully vested and will be settled in STERIS ordinary shares six months after the cessation of the reporting person's board service, subject to the terms and conditions of the award agreement. |
| 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. | ||