SEC Form 4 · accession 0001209191-18-035166
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
May 31, 2018
Accepted (ET)
Jun 4, 2018 · 4:46 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 | May 31, 2018 | A | 12,388 | $0.00 | A | 61,192 | D | |
| Ordinary Shares, 10 pence par valueF2 | Jun 1, 2018 | S | 8,571 | $104.46 | D | 52,621 | D | |
| Ordinary Shares, 10 pence par valueF3,F4 | Jun 1, 2018 | F | 2,100 | $104.57 | D | 50,521 | D | |
| Ordinary Shares, 10 pence par valueF5 | May 31, 2018 | G | 5,806 | $0.00 | D | 38,000 | 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 | $114.22 | May 31, 2018 | A | 136,268 | A | — | May 31, 2028 | Ordinary Shares | 136,268 | 136,268 | D |
Explanation of responses
- F1All 12,388 of these Common Shares are restricted. The restrictions on these Common Shares lapse as follows: 3,097 on May 31, 2019; 3,097 on June 1, 2020; 3,097 on June 1, 2021 and 3,097 on May 31, 2022.
- F2This represents the average sales price of the 8,571 shares sold in the open market. The actual sales prices ranged from $104.16 per share to $104.77 per share. The Reporting Person, upon request by the SEC staff, will provide full information regarding the number of shares sold at each of the separate sales prices
- F32,100 shares were withheld from the 4,681 restricted shares that vested on June 1, 2018. These 2,100 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 4,681 ordinary shares were awarded to Mr. Rosebrough on June 1, 2016 as part of an award of 18,724 restricted shares. These vested shares were valued at the NYSE closing market price on June 1, 2018. The remaining restrictions on these ordinary shares lapse as follows: 4,681 on June 3, 2019; and 4,681 on June 1, 2020.
- F4These 50,521 ordinary shares are held by the Reporting Person as Trustee of a revocable trust established for his benefit. 37,375 of these Ordinary Shares are restricted. The restrictions on the restricted Ordinary Shares lapse as follows: 3,625 on May 28, 2019; 4,000 on May 30, 2019; 3,097 on May 31, 2019; 4,681 on June 3, 2019; 4,681 on June 1, 2020; 4,000 on June 1, 2020; 3,097 on June 1, 2020; 4,000 on June 1, 2021; 3,097 on June 1, 2021 and 3,097 on May 31, 2022.
- F5These ordinary shares are held by the Reporting Person's Spouse as Trustee of a revocable trust established for her benefit.
- F6This option becomes exercisable as follows: 34,067 on May 31, 2019; 34,067 on June 1, 2020; 34,067 on June 1, 2021 and 34,067 on May 31, 2022.