SEC Form 4 · accession 0001209191-15-077841
STERIS plc · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Walter M Rosebrough Jr.
Officer — President & CEO · Director
Period of report
Nov 2, 2015
Accepted (ET)
Nov 2, 2015 · 5:10 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 | 116,376 | — | A | 116,376 | D | |
| Ordinary Shares, ?0.10 Nominal ValueF2,F3 | Nov 2, 2015 | A | 20,000 | — | A | 20,000 | I | See Footnote Below. |
| Ordinary Shares, ?0.10 Nominal ValueF2,F4 | Nov 2, 2015 | A | 68,806 | — | A | 68,806 | I | See Footnote Below. |
| Ordinary Shares, ?0.10 Nominal ValueF2,F5 | Nov 2, 2015 | A | 6,960 | — | A | 6,960 | 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)F6 | $29.94 | Nov 2, 2015 | A | 18,000 | A | — | May 30, 2022 | Ordinary Shares, ?0.10 Nominal Value | 18,000 | 18,000 | D |
| Employee Stock Option (right to buy)F7 | $45.34 | Nov 2, 2015 | A | 50,000 | A | — | May 31, 2023 | Ordinary Shares, ?0.10 Nominal Value | 50,000 | 50,000 | D |
| Employee Stock Option (right to buy)F8 | $53.52 | Nov 2, 2015 | A | 119,000 | A | — | May 30, 2024 | Ordinary Shares, ?0.10 Nominal Value | 119,000 | 119,000 | D |
| Employee Stock Option (right to buy)F9 | $67.98 | Nov 2, 2015 | A | 111,000 | A | — | Aug 10, 2025 | Ordinary Shares, ?0.10 Nominal Value | 111,000 | 111,000 | D |
Explanation of responses
- F1These 116,376 ordinary shares are held by the Reporting Person as Trustee of a revocable trust established for his benefit. 44,750 of these ordinary shares are restricted. The restrictions on the restricted ordinary shares lapse as follows: 5,000 on May 31, 2016; 6,250 on May 31, 2016; 6,250 on May 31, 2017; 4,250 on May 30, 2016; 4,250 on May 30, 2017; 4,250 on May 30, 2018; 3,625 on May 30, 2016; 3,625 on May 29, 2017; 3,625 on May 28, 2018 and 3,625 on May 28, 2019.
- 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.
- F3These ordinary shares are held by the Reporting Person as Trustee of an irrevocable trust established for the benefit of the children of the Reporting Person and the Reporting Person's Spouse.
- F4These ordinary shares are held by the Reporting Person's Spouse as Trustee of a revocable trust established for her benefit.
- F5These ordinary shares are held by the Reporting Person as Trustee of an irrevocable trust established for the benefit of the grandchildren of the Reporting Person and the Reporting Person's Spouse.
- F6This option will become exercisable as follows: 18,000 on May 30, 2016. This option was received in the Merger in exchange for an option to purchase 18,000 STERIS common shares for $29.94 per share, subject to the same terms and conditions as the original STERIS stock option.
- F7This option will become exercisable as follows: 25,000 on May 31, 2016 and 25,000 on May 31, 2017. This option was received in the Merger in exchange for an option to purchase 50,000 STERIS common shares for $45.34 per share, subject to the same terms and conditions as the original STERIS stock option.
- F8This option became or will become exercisable as follows: 29,750 on May 30, 2015; 29,750 on May 30, 2016; 29,750 on May 30, 2017 and 29,750 on May 30, 2018. This option was received in the Merger in exchange for an option to purchase 119,000 STERIS common shares for $53.52 per share, subject to the same terms and conditions as the original STERIS stock option.
- F9This option will become exercisable as follows: 27,750 on May 28, 2016; 27,750 on May 28, 2017; 27,750 on May 28, 2018 and 27,750 on May 28, 2019. This option was received in the Merger in exchange for an option to purchase 111,000 STERIS common shares for $67.98 per share, subject to the same terms and conditions as the original STERIS stock option.