STERIS (STE) Form 4 STERIS / MICHAEL J TOKICH ownership change

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^*

TOKICH MICHAEL J

(Last) (First) (Middle)

C/O 70 SIR JOHN ROGERSON'S QUAY

(Street)

DUBLIN L2 2

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STERIS plc [ STE ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. Vice Pres., CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
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	06/20/2019		M		2,014(1)(2)	A	$45.34	52,579	D
Ordinary Sahres	06/20/2019		S		2,014(1)	D	$146.12(3)	50,565	D
Ordinary Shares	06/21/2019		M		19,986(2)(4)	A	$45.34	70,551	D
Ordinary Shares	06/21/2019		S		13,696(4)	D	$143.17(5)	56,855	D
Ordinary Shares	06/21/2019		S		6,290(4)	D	$144.07(6)	50,565(7)	D
Ordinary Shares								3,405	I	See Footnote Below.(8)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$45.34	06/20/2019		M			2,014	(2)	05/31/2023	Ordinary Shares	22,000	$0.00	19,986	D
Employee Stock Option (right to buy)	$45.34	06/21/2019		M			19,986	(2)	05/31/2023	Ordinary Shares	19,986	$0.00	0	D

Explanation of Responses:

1. This Exercise and sale of a total of 2,014 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on May 22, 2019.

2. This option to purchase 22,000 STERIS ordinary shares, which is fully vested, was received in conjunction with the Redomiciliation of the entity organized under the laws of the U.K. and formerly named STERIS plc ("Old STERIS") in exchange for an option to purchase 22,000 Old STERIS ordinary shares for $45.34 per share, subject to the same terms and conditions as the original Old STERIS stock option, except as otherwise required by law.

3. Price reflects a weighted average sale price for multiple transactions ranging from $146.00 to $146.62 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. This Exercise and sale of a total of 19,986 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on May 22, 2019.

5. Price reflects a weighted average sale price for multiple transactions ranging from $142.75 to $143.74 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

6. Price reflects a weighted average sale price for multiple transactions ranging from $143.77 to $144.52 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

7. 21,720 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 4,000 on October 1, 2019; 4,700 on June 1, 2020; 6,000 on June 1, 2021; 4,240 on May 31, 2022 and 2,780 on May 31, 2023.

8. Units representing 3,405 ordinary share equivalents are held on behalf of the Reporting Person under the STERIS Corporation 401(k) Plan as of June 20, 2019.

Remarks:

	/s/ Ronald E. Snyder, Authorized Representative under Power of Attorney	06/21/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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