SEC Form 4 · accession 0001209191-18-009233
STERIS plc · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard C Breeden
Director
Period of report
Feb 9, 2018
Accepted (ET)
Feb 12, 2018 · 4:49 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, 10 pence par value | Feb 9, 2018 | M | 2,744 | $34.17 | A | 24,939 | D | |
| Ordinary Shares, 10 pence par valueF1,F2 | holding | — | — | — | 72,242 | 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 | $34.17 | Feb 9, 2018 | M | 2,744 | D | — | Jul 31, 2018 | Ordinary Shares | 2,744 | 0 | D |
Explanation of responses
- F1Richard C. Breeden is the managing member of Breeden Capital Partners LLC, managing member and chairman and chief executive officer of Breeden Capital Management LLC. Breeden Capital Partners LLC is in turn the general partner of Breeden Partners L.P. (the "Fund").
- F2Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended, Mr. Breeden in his capacity as managing member, as well as chairman and chief executive officer of Breeden Capital Management LLC and as the managing member of Breeden Capital Partners LLC, may be deemed to be the indirect beneficial owner of the ordinary shares of STERIS plc owned by the Fund and its General Partner, and may be deemed to have beneficial ownership of all such shares.
- F3This option to purchase 2,744 STERIS plc ordinary shares, which is fully vested, was received in conjunction with the "Combination" of STERIS Corporation and Synergy Health, Ltd. in exchange for an option to purchase 2,744 STERIS Corporation common shares for $34.17 per share, subject to the same terms and conditions as the original STERIS Corporation stock option.