SEC Form 4 · accession 0001209191-15-077680
STERIS CORP · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sudhir K Pahwa
Officer — Sr. V.P., IPT
Period of report
Nov 2, 2015
Accepted (ET)
Nov 2, 2015 · 4:05 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,F2 | Nov 2, 2015 | D | 21,289 | — | D | 0 | 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 | $22.83 | Nov 2, 2015 | D | 3,000 | D | — | May 21, 2019 | Common Shares, No Par Value | 3,000 | 0 | D |
| Employee Stock Option (right to buy)F4 | $31.87 | Nov 2, 2015 | D | 6,825 | D | — | May 20, 2020 | Common Shares, No Par Value | 6,825 | 0 | D |
| Employee Stock Option (right to buy)F5 | $36.09 | Nov 2, 2015 | D | 6,000 | D | — | May 31, 2021 | Common Shares, No Par Value | 6,000 | 0 | D |
| Employee Stock Option (right to buy)F6 | $29.94 | Nov 2, 2015 | D | 7,000 | D | — | May 30, 2022 | Common Shares, No Par Value | 7,000 | 0 | D |
| Employee Stock Option (right to buy)F7 | $45.34 | Nov 2, 2015 | D | 9,552 | D | — | May 31, 2023 | Common Shares, No Par Value | 9,552 | 0 | D |
| Employee Stock Option (right to buy)F8 | $53.52 | Nov 2, 2015 | D | 17,500 | D | — | May 30, 2024 | Common Shares, No Par Value | 17,500 | 0 | D |
| Employee Stock Option (right to buy)F9 | $67.98 | Nov 2, 2015 | D | 18,000 | D | — | Aug 10, 2025 | Common Shares, No Par Value | 18,000 | 0 | D |
Explanation of responses
- F18,650 of these Common Shares are restricted. The restrictions on these Common Shares lapse as follows: 1,250 on May 31, 2016; 1,075 on May 31, 2016; 1,075 on May 31, 2017; 750 on May 30, 2016; 750 on May 30, 2017; 750 on May 30, 2018; 750 on May 30, 2016; 750 on May 29, 2017; 750 on May 28, 2018; and 750 on May 28, 2019. 2,027.6908 of these Common Shares are jointly held by the Reporting Person and his spouse in a joint brokerage account.
- F2Represents 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 and the right to receive cash in lieu of fractional shares.
- F3This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,000 ordinary shares of New STERIS for $22.83 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F4This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 6,825 ordinary shares of New STERIS for $31.87 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 6,000 ordinary shares of New STERIS for $36.09 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F6This option becomes exercisable as follows: 1,750 on May 30, 2016. This option was assumed by New STERIS in the Merger and converted to an option to purchase 7,000 ordinary shares of New STERIS for $29.94 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F7This option becomes exercisable as follows: 2,388 on May 31, 2016 and 2,388 on May 31, 2017. This option was assumed by New STERIS in the Merger and converted to an option to purchase 9,552 ordinary shares of New STERIS for $45.34 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F8This option becomes exercisable as follows: 4,375 on May 30, 2016; 4,375 on May 30, 2017 and 4,375 on May 30, 2018. This option was assumed by New STERIS in the Merger and converted to an option to purchase 17,500 ordinary shares of New STERIS for $53.52 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
- F9This option becomes exercisable as follows: 4,500 on May 28, 2016; 4,500 on May 28, 2017; 4,500 on May 28, 2018; and 4,500 on May 28, 2019. This option was assumed by New STERIS in the Merger and converted to an option to purchase 18,000 ordinary shares of New STERIS for $67.98 per share, subject to the same terms and conditions that were applicable to the original STERIS option.