SEC Form 4 · accession 0001209191-15-077835
STERIS plc · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jacqueline B Kosecoff
Director
Period of report
Nov 2, 2015
Accepted (ET)
Nov 2, 2015 · 5:08 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 | Nov 2, 2015 | A | 29,785 | — | A | 29,785 | D | |
| Ordinary Shares, ?0.10 Nominal ValueF1,F2 | Nov 2, 2015 | A | 9,063 | — | A | 9,063 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F3 | $27.68 | Nov 2, 2015 | A | 3,387 | A | — | Jul 27, 2017 | Ordinary Shares, ?0.10 Nominal Value | 3,387 | 3,387 | D |
| Director Stock Option (right to buy)F4 | $34.17 | Nov 2, 2015 | A | 2,744 | A | — | Jul 31, 2018 | Ordinary Shares, ?0.10 Nominal Value | 2,744 | 2,744 | D |
| Director Stock Option (right to buy)F5 | $28.08 | Nov 2, 2015 | A | 3,609 | A | — | Jul 31, 2019 | Ordinary Shares, ?0.10 Nominal Value | 3,609 | 3,609 | D |
| Director Stock Option (right to buy)F6 | $32.34 | Nov 2, 2015 | A | 3,133 | A | — | Aug 4, 2020 | Ordinary Shares, ?0.10 Nominal Value | 3,133 | 3,133 | D |
| Director Stock Option (right to buy)F7 | $31.61 | Nov 2, 2015 | A | 3,121 | A | — | Aug 3, 2021 | Ordinary Shares, ?0.10 Nominal Value | 3,121 | 3,121 | D |
| Director Stock Option (right to buy)F8 | $32.36 | Nov 2, 2015 | A | 3,218 | A | — | Aug 3, 2022 | Ordinary Shares, ?0.10 Nominal Value | 3,218 | 3,218 | D |
| Director Stock Option (right to buy)F9 | $43.92 | Nov 2, 2015 | A | 4,657 | A | — | Aug 8, 2023 | Ordinary Shares, ?0.10 Nominal Value | 4,657 | 4,657 | D |
| Director Stock Option (right to buy)F10 | $51.53 | Nov 2, 2015 | A | 4,584 | A | — | Aug 6, 2024 | Ordinary Shares, ?0.10 Nominal Value | 4,584 | 4,584 | D |
| Director Stock Option (right to buy)F11 | $64.05 | Nov 2, 2015 | A | 4,110 | A | — | Aug 31, 2025 | Ordinary Shares, ?0.10 Nominal Value | 4,110 | 4,110 | D |
| Career Restricted Stock UnitsF12 | — | Nov 2, 2015 | A | 2,845 | A | — | — | Ordinary Shares, ?0.10 Nominal Value | 2,845 | 2,845 | D |
Explanation of responses
- F1Represents 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.
- F10This option to purchase 4,584 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 4,584 STERIS common shares for $51.53 per share, subject to the same terms and conditions as the original STERIS stock option.
- F11This option to purchase 4,110 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 4,110 STERIS common shares for $64.05 per share, subject to the same terms and conditions as the original STERIS stock option.
- F12At the effective time of the Merger, each STERIS career restricted stock unit was cancelled and converted to a New STERIS career restricted stock unit, subject to the same terms and conditions that were applicable to the original STERIS career restricted stock unit. These New STERIS career restricted stock units are fully vested and will be settled in New STERIS ordinary shares six months after the cessation of the Director's Board service.
- F2These ordinary shares are held in a revocable family trust of the Reporting Person and the Reporting Person's spouse, as Co-Trustees.
- F3This option to purchase 3,387 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,387 STERIS common shares for $27.68 per share, subject to the same terms and conditions as the original STERIS stock option.
- F4This option to purchase 2,744 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 2,744 STERIS common shares for $34.17 per share, subject to the same terms and conditions as the original STERIS stock option.
- F5This option to purchase 3,609 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,609 STERIS common shares for $28.08 per share, subject to the same terms and conditions as the original STERIS stock option.
- F6This option to purchase 3,133 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,133 STERIS common shares for $32.34 per share, subject to the same terms and conditions as the original STERIS stock option.
- F7This option to purchase 3,121 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,121 STERIS common shares for $31.61 per share, subject to the same terms and conditions as the original STERIS stock option.
- F8This option to purchase 3,218 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,218 STERIS common shares for $32.36 per share, subject to the same terms and conditions as the original STERIS stock option.
- F9This option to purchase 4,657 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 4,657 STERIS common shares for $43.92 per share, subject to the same terms and conditions as the original STERIS stock option.