SEC Form 4 · accession 0001209191-15-077683
STERIS CORP · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Tokich
Officer — SVP, CFO & Treasurer
Period of report
Nov 2, 2015
Accepted (ET)
Nov 2, 2015 · 4:06 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 | 39,128 | — | D | 0 | D | |
| Common Shares, No Par ValueF2,F3 | Nov 2, 2015 | D | 3,069 | — | 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)F4 | $27.45 | Nov 2, 2015 | D | 2,000 | D | — | Nov 1, 2017 | Common Shares, No Par Value | 2,000 | 0 | D |
| Employee Stock Option (right to buy)F5 | $26.41 | Nov 2, 2015 | D | 13,600 | D | — | Mar 14, 2018 | Common Shares, No Par Value | 13,600 | 0 | D |
| Employee Stock Option (right to buy)F6 | $22.83 | Nov 2, 2015 | D | 12,000 | D | — | May 21, 2019 | Common Shares, No Par Value | 12,000 | 0 | D |
| Employee Stock Option (right to buy)F7 | $31.87 | Nov 2, 2015 | D | 11,000 | D | — | May 20, 2020 | Common Shares, No Par Value | 11,000 | 0 | D |
| Employee Stock Option (right to buy)F8 | $36.09 | Nov 2, 2015 | D | 14,500 | D | — | May 31, 2021 | Common Shares, No Par Value | 14,500 | 0 | D |
| Employee Stock Option (right to buy)F9 | $29.94 | Nov 2, 2015 | D | 20,000 | D | — | May 30, 2022 | Common Shares, No Par Value | 20,000 | 0 | D |
| Employee Stock Option (right to buy)F10 | $45.34 | Nov 2, 2015 | D | 22,000 | D | — | May 31, 2023 | Common Shares, No Par Value | 22,000 | 0 | D |
| Employee Stock Option (right to buy)F11 | $53.52 | Nov 2, 2015 | D | 28,000 | D | — | May 30, 2024 | Common Shares, No Par Value | 28,000 | 0 | D |
| Employee Stock Option (right to buy)F12 | $67.98 | Nov 2, 2015 | D | 20,000 | D | — | Aug 10, 2025 | Common Shares, No Par Value | 20,000 | 0 | D |
Explanation of responses
- F125,500 of these Common Shares are restricted. The restrictions on these Common Shares lapse as follows: 7,000 on May 31, 2016; 7,000 on May 31, 2017; 4,500 on May 30, 2018; and 7,000 on May 28, 2019.
- F10This option becomes exercisable as follows: 5,500 on May 31, 2016, and 5,500 on May 31, 2017. This option was assumed by New STERIS in the Merger and converted to an option to purchase 22,000 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.
- F11This option becomes exercisable as follows: 7,000 on May 30, 2016; 7,000 on May 30, 2017 and 7,000 on May 30, 2018. This option was assumed by New STERIS in the Merger and converted to an option to purchase 28,000 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.
- F12This option becomes exercisable as follows: 5,000 on May 28, 2016; 5,000 on May 28, 2017; 5,000 on May 28, 2018 and 5,000 on May 28, 2019. This option was assumed by New STERIS in the Merger and converted to an option to purchase 20,000 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.
- 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.
- F3Represents 3,139.323 units of the STERIS Corporation 401(k) Plan STERIS Stock Fund which equals 3,069 Common share equivalents as of October 29, 2015.
- F4This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 2,000 ordinary shares of New STERIS for $27.45 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 13,600 ordinary shares of New STERIS for $26.41 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 12,000 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.
- F7This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 11,000 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.
- F8This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 14,500 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.
- F9This option becomes exercisable as follows: 5,000 on May 30, 2016. This option was assumed by New STERIS in the Merger and converted to an option to purchase 20,000 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.