SEC Form 4 · accession 0001209191-15-077685
STERIS CORP · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John P Wareham
Director
Period of report
Nov 2, 2015
Accepted (ET)
Nov 2, 2015 · 4:07 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 | 31,560 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (right to buy)F2 | $31.61 | Nov 2, 2015 | D | 4,995 | D | — | Aug 3, 2021 | Common Shares, No Par Value | 4,995 | 0 | D |
| Director Stock Option (right to buy)F3 | $32.36 | Nov 2, 2015 | D | 5,150 | D | — | Aug 3, 2022 | Common Shares, No Par Value | 5,150 | 0 | D |
| Director Stock Option (right to buy)F4 | $43.92 | Nov 2, 2015 | D | 6,727 | D | — | Aug 8, 2023 | Common Shares, No Par Value | 6,727 | 0 | D |
| Director Stock Option (right to buy)F5 | $51.53 | Nov 2, 2015 | D | 6,622 | D | — | Aug 6, 2024 | Common Shares, No Par Value | 6,622 | 0 | D |
| Director Stock Option (right to buy)F6 | $64.05 | Nov 2, 2015 | D | 5,936 | D | — | Aug 31, 2025 | Common Shares, No Par Value | 5,936 | 0 | D |
| Career Restricted Stock UnitsF7 | — | Nov 2, 2015 | D | 5,633 | D | — | — | Common Shares, No Par Value | 5,633 | 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.
- F2This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 4,995 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.
- F3This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 5,150 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.
- F4This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 6,727 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.
- F5This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 6,622 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.
- F6This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 5,936 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.
- F7At 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.