SEC Form 4 · accession 0001209191-15-077672
STERIS CORP · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard C Breeden
Director
Period of report
Nov 2, 2015
Accepted (ET)
Nov 2, 2015 · 4:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000815065
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares, No Par ValueF1 | Nov 2, 2015 | D | 22,195 | — | D | 0 | D | |
| Common Shares, No Par ValueF1,F2,F3 | Nov 2, 2015 | D | 72,242 | — | D | 0 | 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)F4 | $34.17 | Nov 2, 2015 | D | 2,744 | D | — | Jul 31, 2018 | Common Shares, No Par Value | 2,744 | 0 | D |
| Director Stock Option (right to buy)F5 | $28.08 | Nov 2, 2015 | D | 3,609 | D | — | Jul 31, 2019 | Common Shares, No Par Value | 3,609 | 0 | D |
| Director Stock Option (right to buy)F6 | $32.34 | Nov 2, 2015 | D | 3,133 | D | — | Aug 4, 2020 | Common Shares, No Par Value | 3,133 | 0 | D |
| Director Stock Option (right to buy)F7 | $31.61 | Nov 2, 2015 | D | 3,121 | D | — | Aug 3, 2021 | Common Shares, No Par Value | 3,121 | 0 | D |
| Director Stock Option (right to buy)F8 | $32.36 | Nov 2, 2015 | D | 3,218 | D | — | Aug 3, 2022 | Common Shares, No Par Value | 3,218 | 0 | D |
| Director Stock Option (right to buy)F9 | $43.92 | Nov 2, 2015 | D | 4,657 | D | — | Aug 8, 2023 | Common Shares, No Par Value | 4,657 | 0 | D |
| Director Stock Option (right to buy)F10 | $51.53 | Nov 2, 2015 | D | 4,584 | D | — | Aug 6, 2024 | Common Shares, No Par Value | 4,584 | 0 | D |
| Director Stock Option (right to buy)F11 | $64.05 | Nov 2, 2015 | D | 4,110 | D | — | Aug 31, 2025 | Common Shares, No Par Value | 4,110 | 0 | D |
| Career Restricted Stock UnitsF12 | — | Nov 2, 2015 | D | 7,655 | D | — | — | Common Shares, No Par Value | 7,655 | 0 | D |
Explanation of responses
- F1Represents shares of STERIS Corporation ("STERIS") disposed of pursuant to merger of a wholly-owned subsidiary of STERIS plc ("New STERIS") with and into STERIS, with STERIS surviving the merger as a wholly-owned subsidiary of New STERIS (the "Merger"), in exchange for ordinary shares of New 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.
- F10This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 4,584 ordinary shares of New STERIS for $51.53 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F11This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 4,110 ordinary shares of New STERIS for $64.05 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F12At the effective time of the Merger, each STERIS career restricted stock unit was cancelled and converted to a New STERIS career restricted stock unit, subject to the same terms and conditions that were applicable to the original STERIS career restricted stock unit. These New STERIS career restricted stock units are fully vested and will be settled in New STERIS ordinary shares six months after the cessation of the Director's Board service.
- F2Richard 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").
- F3Pursuant 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 shares of common stock of the Issuer owned by the Fund and its General Partner, and may be deemed to have beneficial ownership of all such shares.
- F4This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 2,744 ordinary shares of New STERIS for $34.17 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F5This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,609 ordinary shares of New STERIS for $28.08 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F6This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,133 ordinary shares of New STERIS for $32.34 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F7This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,121 ordinary shares of New STERIS for $31.61 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F8This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,218 ordinary shares of New STERIS for $32.36 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F9This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 4,657 ordinary shares of New STERIS for $43.92 per share, subject to the same terms and conditions that were applicable to the original STERIS option.