SEC Form 4 · accession 0001209191-15-077824
STERIS plc · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathleen Bardwell
Officer — Sr.V. P. & C.C.O.
Period of report
Nov 2, 2015
Accepted (ET)
Nov 2, 2015 · 5:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001624899
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, ?0.10 Nominal ValueF1,F2 | Nov 2, 2015 | A | 15,731 | — | A | 15,731 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3 | $22.83 | Nov 2, 2015 | A | 962 | A | — | May 21, 2019 | Ordinary Shares, ?0.10 Nominal Value | 962 | 962 | D |
| Employee Stock Option (right to buy)F4 | $34.23 | Nov 2, 2015 | A | 1,000 | A | — | Nov 12, 2019 | Ordinary Shares, ?0.10 Nominal Value | 1,000 | 1,000 | D |
| Employee Stock Option (right to buy)F5 | $31.87 | Nov 2, 2015 | A | 4,275 | A | — | May 20, 2020 | Ordinary Shares, ?0.10 Nominal Value | 4,275 | 4,275 | D |
| Employee Stock Option (right to buy)F6 | $36.09 | Nov 2, 2015 | A | 4,000 | A | — | May 31, 2021 | Ordinary Shares, ?0.10 Nominal Value | 4,000 | 4,000 | D |
| Employee Stock Option (right to buy)F7 | $29.94 | Nov 2, 2015 | A | 3,795 | A | — | May 30, 2022 | Ordinary Shares, ?0.10 Nominal Value | 3,795 | 3,795 | D |
| Employee Stock Option (right to buy)F8 | $45.34 | Nov 2, 2015 | A | 5,360 | A | — | May 31, 2023 | Ordinary Shares, ?0.10 Nominal Value | 5,360 | 5,360 | D |
| Employee Stock Option (right to buy)F9 | $53.52 | Nov 2, 2015 | A | 7,000 | A | — | May 30, 2024 | Ordinary Shares, ?0.10 Nominal Value | 7,000 | 7,000 | D |
| Employee Stock Option (right to buy)F10 | $67.98 | Nov 2, 2015 | A | 10,000 | A | — | Aug 10, 2025 | Ordinary Shares, ?0.10 Nominal Value | 10,000 | 10,000 | D |
Explanation of responses
- F16,805 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 450 on May 31, 2016; 1,155 on May 31,2016; 450 on May 31, 2017; 750 on May 30, 2016; 750 on May 30, 2017; 750 on May 30, 2018; 625 on May 30, 2016; 625 on May 29, 2017; 625 on May 28, 2018 and 625 on May 28, 2019.
- F10This option will become exercisable as follows: 2,500 on May 28, 2016; 2,500 on May 28, 2017; 2,500 on May 28, 2018 and 2,500 on May 28, 2019. This option was received in the Merger in exchange for an option to purchase 10,000 STERIS common shares for $67.98 per share, subject to the same terms and conditions as the original STERIS stock option.
- F2Represents 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.
- F3This option to purchase 962 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 962 STERIS common shares for $22.83 per share, subject to the same terms and conditions as the original STERIS stock option.
- F4This option to purchase 1,000 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 1,000 STERIS common shares for $34.23 per share, subject to the same terms and conditions as the original STERIS stock option.
- F5This option to purchase 4,275 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 4,275 STERIS common shares for $31.87 per share, subject to the same terms and conditions as the original STERIS stock option.
- F6This option to purchase 4,000 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 4,000 STERIS common shares for $36.09 per share, subject to the same terms and conditions as the original STERIS stock option.
- F7This option became or will become exercisable as follows: 948 on May 30, 2013; 949 on May 30, 2014; 949 on May 30, 2015 and 949 on May 30, 2016. This option was received in the Merger in exchange for an option to purchase 3,795 STERIS common shares for $29.94 per share, subject to the same terms and conditions as the original STERIS stock option.
- F8This option became or will become exercisable as follows: 1,340 on May 31, 2014; 1,340 on May 31, 2015; 1,340 on May 31, 2016 and 1,340 on May 31, 2017. This option was received in the Merger in exchange for an option to purchase 5,360 STERIS common shares for $45.34 per share, subject to the same terms and conditions as the original STERIS stock option.
- F9This option became or will become exercisable as follows: 1,750 on May 30, 2015; 1,750 on May 30, 2016; 1,750 on May 30, 2017 and 1,750 on May 30, 2018. This option was received in the Merger in exchange for an option to purchase 7,000 STERIS common shares for $53.52 per share, subject to the same terms and conditions as the original STERIS stock option.