SEC Form 4 · accession 0001209191-15-077830
STERIS plc · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Suzanne V Forsythe
Officer — V. P. - Human Resources
Period of report
Nov 2, 2015
Accepted (ET)
Nov 2, 2015 · 5:07 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 | 9,908 | — | A | 9,908 | D | |
| Ordinary Shares, ?0.10 Nominal ValueF2,F3 | Nov 2, 2015 | A | 1,035 | — | A | 1,036 | I | See Footnote Below. |
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)F4 | $22.83 | Nov 2, 2015 | A | 1,700 | A | — | May 21, 2019 | Ordinary Shares, ?0.10 Nominal Value | 1,700 | 1,700 | D |
| Employee Stock Option (right to buy)F5 | $31.87 | Nov 2, 2015 | A | 700 | A | — | May 20, 2020 | Ordinary Shares, ?0.10 Nominal Value | 700 | 700 | D |
| Employee Stock Option (right to buy)F6 | $36.09 | Nov 2, 2015 | A | 650 | A | — | May 31, 2021 | Ordinary Shares, ?0.10 Nominal Value | 650 | 650 | D |
| Employee Stock Option (right to buy)F7 | $29.94 | Nov 2, 2015 | A | 3,500 | A | — | May 30, 2022 | Ordinary Shares, ?0.10 Nominal Value | 3,500 | 3,500 | D |
| Employee Stock Option (right to buy)F8 | $45.34 | Nov 2, 2015 | A | 4,000 | A | — | May 31, 2023 | Ordinary Shares, ?0.10 Nominal Value | 4,000 | 4,000 | D |
| Employee Stock Option (right to buy)F9 | $53.52 | Nov 2, 2015 | A | 9,000 | A | — | May 30, 2024 | Ordinary Shares, ?0.10 Nominal Value | 9,000 | 9,000 | D |
| Employee Stock Option (right to buy)F10 | $67.98 | Nov 2, 2015 | A | 8,000 | A | — | Aug 10, 2025 | Ordinary Shares, ?0.10 Nominal Value | 8,000 | 8,000 | D |
Explanation of responses
- F15,338 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 563 on May 31, 2016; 1,000 on May 31, 2016; 1,000 on May 31, 2017; 425 on May 30, 2016; 425 on May 30, 2017; 425 on May 30, 2018; 375 on May 30, 2016; 375 on May 29, 2017; 375 on May 28, 2018 and 375 on May 28, 2019.
- F10This 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 in the Merger in exchange for an option to purchase 8,000 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.
- F3Represents 1,059.274 units of the STERIS Corporation 401(k) Plan STERIS Stock Fund which equals 1,035 Common share equivalents as of October 29, 2015.
- F4This option to purchase 1,700 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 1,700 STERIS common shares for $22.83 per share, subject to the same terms and conditions as the original STERIS stock option.
- F5This option to purchase 700 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 700 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 650 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 650 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: 875 on May 30, 2013; 875 on May 30, 2014; 875 on May 30, 2015 and 875 on May 30, 2016. This option was received in the Merger in exchange for an option to purchase 3,500 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: 1,000 on May 31, 2014; 1,000 on May 31, 2015; 1,000 on May 31, 2016 and 1,000 on May 31, 2017. This option was received in the Merger in exchange for an option to purchase 4,000 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: 2,250 on May 30, 2015; 2,250 on May 30, 2016; 2,250 on May 30, 2017 and 2,250 on May 30, 2018.This option was received in the Merger in exchange for an option to purchase 9,000 STERIS common shares for $53.52 per share, subject to the same terms and conditions as the original STERIS stock option.