SEC Form 4 · accession 0001209191-15-077681
STERIS CORP · 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
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 | 116,376 | — | D | 0 | D | |
| Common Shares, No Par ValueF2,F3 | Nov 2, 2015 | D | 20,000 | — | D | 0 | I | See Footnote Below. |
| Common Shares, No Par ValueF2,F4 | Nov 2, 2015 | D | 68,806 | — | D | 0 | I | See Footnote Below. |
| Common Shares, No Par ValueF2,F5 | Nov 2, 2015 | D | 6,960 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6 | $29.94 | Nov 2, 2015 | D | 18,000 | D | — | May 30, 2022 | Common Shares, No Par Value | 18,000 | 0 | D |
| Employee Stock Option (right to buy)F7 | $45.34 | Nov 2, 2015 | D | 50,000 | D | — | May 31, 2023 | Common Shares, No Par Value | 50,000 | 0 | D |
| Employee Stock Option (right to buy)F8 | $53.52 | Nov 2, 2015 | D | 119,000 | D | — | May 30, 2024 | Common Shares, No Par Value | 119,000 | 0 | D |
| Employee Stock Option (right to buy)F9 | $67.98 | Nov 2, 2015 | D | 111,000 | D | — | Aug 10, 2025 | Common Shares, No Par Value | 111,000 | 0 | D |
Explanation of responses
- F1These 116,376 Common Shares are held by the Reporting Person as Trustee of a revocable trust established for his benefit. 44,750 of these Common Shares are restricted. The restrictions on the restricted Common Shares lapse as follows: 5,000 on May 31, 2016; 6,250 on May 31, 2016; 6,250 on May 31, 2017; 4,250 on May 30, 2016; 4,250 on May 30, 2017, 4,250 on May 30, 2018, 3,625 on May 30, 2016, 3,625 on May 29, 2017, 3,625 on May 28, 2018, and 3,625 on May 28, 2019.
- 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.
- F3These shares are held by the Reporting Person as Trustee of an irrevocable trust established for the benefit of the children of the Reporting Person and the Reporting Person's Spouse.
- F4These shares are held by the Reporting Person's Spouse as Trustee of a revocable trust established for her benefit.
- F5These shares are held by the Reporting Person as Trustee of an irrevocable trust established for the benefit of the grandchildren of the Reporting Person and the Reporting Person's Spouse.
- F6This option becomes exercisable as follows: 18,000 on May 30, 2016. 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 $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: 25,000 on May 31, 2016 and 25,000 on May 31, 2017. This option was assumed by New STERIS in the Merger and converted to an option to purchase 50,000 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: 29,750 on May 30, 2016, 29,750 on May 30, 2017 and 29,750 on May 30, 2018. This option was assumed by New STERIS in the Merger and converted to an option to purchase 119,000 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: 27,750 on May 28, 2016, 27,750 on May 28, 2017, 27,750 on May 28, 2018 and 27,750 on May 28, 2019. This option was assumed by New STERIS in the Merger and converted to an option to purchase 111,000 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.