SEC Form 4 · accession 0001209191-15-077854
STERIS plc · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Adam Zangerle
Officer — VP, Gen Counsel, and Sec.
Period of report
Nov 2, 2015
Accepted (ET)
Nov 2, 2015 · 5:15 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 | 18,608 | — | A | 18,608 | 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 | $27.68 | Nov 2, 2015 | A | 2,200 | A | — | Jul 27, 2017 | Ordinary Shares, ?0.10 Nominal Value | 2,200 | 2,200 | D |
| Employee Stock Option (right to buy)F4 | $30.84 | Nov 2, 2015 | A | 3,100 | A | — | May 21, 2018 | Ordinary Shares, ?0.10 Nominal Value | 3,100 | 3,100 | D |
| Employee Stock Option (right to buy)F5 | $22.83 | Nov 2, 2015 | A | 3,150 | A | — | May 21, 2019 | Ordinary Shares, ?0.10 Nominal Value | 3,150 | 3,150 | D |
| Employee Stock Option (right to buy)F6 | $31.87 | Nov 2, 2015 | A | 3,000 | A | — | May 20, 2020 | Ordinary Shares, ?0.10 Nominal Value | 3,000 | 3,000 | D |
| Employee Stock Option (right to buy)F7 | $36.09 | Nov 2, 2015 | A | 3,500 | A | — | May 31, 2021 | Ordinary Shares, ?0.10 Nominal Value | 3,500 | 3,500 | D |
| Employee Stock Option (right to buy)F8 | $29.94 | Nov 2, 2015 | A | 3,800 | A | — | May 30, 2022 | Ordinary Shares, ?0.10 Nominal Value | 3,800 | 3,800 | D |
| Employee Stock Option (right to buy)F9 | $45.34 | Nov 2, 2015 | A | 6,000 | A | — | May 31, 2023 | Ordinary Shares, ?0.10 Nominal Value | 6,000 | 6,000 | D |
| Employee Stock Option (right to buy)F10 | $53.52 | Nov 2, 2015 | A | 12,252 | A | — | May 30, 2024 | Ordinary Shares, ?0.10 Nominal Value | 12,252 | 12,252 | D |
| Employee Stock Option (right to buy)F11 | $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
- F113,652 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 1,400 on May 31, 2016; 1,000 on August 1, 2016; 1,000 on November 28, 2016; 5,000 on May 31, 2017; 2,252 on May 30, 2018 and 3,000 on May 28, 2019.
- F10This option became or will become exercisable as follows: 3,063 on May 30, 2015; 3,063 on May 30, 2016; 3,063 on May 30, 2017 and 3,063 on May 30, 2018. This option was received in the Merger in exchange for an option to purchase 12,252 STERIS common shares for $53.52 per share, subject to the same terms and conditions as the original STERIS stock option.
- F11This option will become 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.
- F3This option to purchase 2,200 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 2,200 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 3,100 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,100 STERIS common shares for $30.84 per share, subject to the same terms and conditions as the original STERIS stock option.
- F5This option to purchase 3,150 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,150 STERIS common shares for $22.83 per share, subject to the same terms and conditions as the original STERIS stock option.
- F6This option to purchase 3,000 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,000 STERIS common shares for $31.87 per share, subject to the same terms and conditions as the original STERIS stock option.
- F7This option to purchase 3,500 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 3,500 STERIS common shares for $36.09 per share, subject to the same terms and conditions as the original STERIS stock option.
- F8This option became or will become exercisable as follows: 950 on May 30, 2013; 950 on May 30, 2014; 950 on May 30, 2015 and 950 on May 30, 2016. This option was received in the Merger in exchange for an option to purchase 3,800 STERIS common shares for $29.94 per share, subject to the same terms and conditions as the original STERIS stock option.
- F9This option became or will become exercisable as follows: 1,500 on May 31, 2014; 1,500 on May 31, 2015; 1,500 on May 31, 2016 and 1,500 on May 31, 2017. This option was received in the Merger in exchange for an option to purchase 6,000 STERIS common shares for $45.34 per share, subject to the same terms and conditions as the original STERIS stock option.