SEC Form 4 · accession 0001209191-15-077688
STERIS CORP · STE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John Adam Zangerle
Officer — VP, Gen Counsel, and Sec.
Period of report
Nov 2, 2015
Accepted (ET)
Nov 2, 2015 · 4:08 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 | 18,608 | — | 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 | $27.68 | Nov 2, 2015 | D | 2,200 | D | — | Jul 27, 2017 | Common Shares, No Par Value | 2,200 | 0 | D |
| Employee Stock Option (right to buy)F4 | $30.84 | Nov 2, 2015 | D | 3,100 | D | — | May 21, 2018 | Common Shares, No Par Value | 3,100 | 0 | D |
| Employee Stock Option (right to buy)F5 | $22.83 | Nov 2, 2015 | D | 3,150 | D | — | May 21, 2019 | Common Shares, No Par Value | 3,150 | 0 | D |
| Employee Stock Option (right to buy)F6 | $31.87 | Nov 2, 2015 | D | 3,000 | D | — | May 20, 2020 | Common Shares, No Par Value | 3,000 | 0 | D |
| Employee Stock Option (right to buy)F7 | $36.09 | Nov 2, 2015 | D | 3,500 | D | — | May 31, 2021 | Common Shares, No Par Value | 3,500 | 0 | D |
| Employee Stock Option (right to buy)F8 | $29.94 | Nov 2, 2015 | D | 3,800 | D | — | May 30, 2022 | Common Shares, No Par Value | 3,800 | 0 | D |
| Employee Stock Option (right to buy)F9 | $45.34 | Nov 2, 2015 | D | 6,000 | D | — | May 31, 2023 | Common Shares, No Par Value | 6,000 | 0 | D |
| Employee Stock Option (right to buy)F10 | $53.52 | Nov 2, 2015 | D | 12,252 | D | — | May 30, 2024 | Common Shares, No Par Value | 12,252 | 0 | D |
| Employee Stock Option (right to buy)F11 | $67.98 | Nov 2, 2015 | D | 8,000 | D | — | Aug 10, 2025 | Common Shares, No Par Value | 8,000 | 0 | D |
Explanation of responses
- F113,652 of these Common Shares are restricted. The restrictions on these Common Shares lapse as follows: 1,400 on May 31, 2016; 1,000 on August 1, 2016; 1,000 on November 28, 2016; 5,000 on May 31, 2017; 2,252 on May 30, 2018; and 3,000 on May 28, 2019.
- F10This option becomes exercisable as follows: 3,063 on May 30, 2016; 3,063 on May 30, 2017 and 3,063 on May 30, 2018. This option was assumed by New STERIS in the Merger and converted to an option to purchase 12,252 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.
- F11This option becomes exercisable as follows: 2,000 on May 28, 2016; 2,000 on May 28, 2017; 2,000 on May 28, 2018 and 2,000 on May 28, 2019. This option was assumed by New STERIS in the Merger and converted to an option to purchase 8,000 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.
- F3This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 2,200 ordinary shares of New STERIS for $27.68 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 3,100 ordinary shares of New STERIS for $30.84 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 3,150 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.
- F6This 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 $31.87 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 3,500 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.
- F8This option becomes exercisable as follows: 950 on May 30, 2016. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,800 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.
- F9This option becomes exercisable as follows: 1,500 on May 31, 2016 and 1,500 on May 31, 2017. 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 $45.34 per share, subject to the same terms and conditions that were applicable to the original STERIS option.