SEC Form 4 · accession 0001209191-17-037275
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
Jun 1, 2017
Accepted (ET)
Jun 2, 2017 · 4:36 pm EDT
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, 10 pence par valueF1 | Jun 1, 2017 | M | 4,000 | $36.09 | A | 20,975 | D | |
| Ordinary Shares, 10 pence par value | Jun 1, 2017 | S | 4,000 | $79.00 | D | 16,975 | D | |
| Ordinary Shares, 10 pence par valueF2,F3 | Jun 1, 2017 | F | 165 | $79.26 | D | 16,810 | 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)F4 | $36.09 | Jun 1, 2017 | M | 4,000 | D | — | May 31, 2021 | Ordinary Shares | 4,000 | 0 | D |
Explanation of responses
- F1This exercise and sale of a total of 4,000 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on November 15, 2016.
- F2165 shares were withheld from the 500 restricted shares that vested on June 1, 2017. These 165 ordinary shares represent the value of the taxes required to be withheld pursuant to applicable employment or tax laws, as determined by the Issuer. These 500 ordinary shares were awarded to Ms. Bardwell on June 1, 2016 as part of an award of 2,000 restricted shares. These vested shares were valued at the NYSE closing market price on June 1, 2017. The remaining restrictions on these ordinary shares lapse as follows: 500 on June 1, 2018; 500 on June 3, 2019 and 500 on June 1, 2020.
- F36,625 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 375 on October 2, 2017; 625 on May 28, 2018; 500 on May 30, 2018; 750 on May 30, 2018; 500 on June 1, 2018; 375 on October 1, 2018; 625 on May 28, 2019; 500 on May 30, 2019; 500 on June 3, 2019; 375 on October 1, 2019; 500 on June 1, 2020; 500 on June 1, 2020 and 500 on June 1, 2021.
- F4This option to purchase 4,000 STERIS plc 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 Corporation stock option.