SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Breeden Richard C

(Last) (First) (Middle)
C/O 5960 HEISLEY ROAD

(Street)
MENTOR OH 44060

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STERIS CORP [ STE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares, No Par Value 25,295 D
Common Shares, No Par Value 72,242 I See Footnote Below.(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Shares $64.05 08/31/2015 A 4,110 (3) 08/31/2025 Common Shares, No Par Value 4,110 $0.00 4,110 D
Career Restricted Stock Units (4) 08/31/2015 A 2,068 (5) (5) Common Shares, No Par Value 2,068 $0.00 2,068 D
Explanation of Responses:
1. Richard C. Breeden is the managing member of Breeden Capital Partners LLC, managing member and chairman and chief executive officer of Breeden Capital Management LLC. Breeden Capital Partners LLC is in turn the general partner of Breeden Partners L.P. (the "Fund").
2. Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended, Mr. Breeden in his capacity as managing member, as well as chairman and chief executive officer of Breeden Capital Management LLC and as the managing member of Breeden Capital Partners LLC, may be deemed to be the indirect beneficial owner of the shares of common stock of the Issuer (the "Common Stock") owned by the Fund and its General Partner, and may be deemed to have beneficial ownership of all such shares.
3. These Nonqualified Stock Options are fully vested immediately.
4. Each Career Restricted Stock Unit represents the right to receive one STERIS Common Share six months after the cessation of the Director's Board service.
5. These Career Restricted Stock Units are fully vested immediately. They will be settled in STERIS Common shares six months after the cessation of the Director's Board service.
Remarks:
/s/ Dennis P. Patton, Authorized Representative under Power of Attorney 08/31/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Securities and Exchange Commission Washington, D.C. 20549
RE:      STERIS Corporation
Commission File No. 0-20165 1933 Act and 1934 Act Filings

Authorized Representatives

Gentlemen:
The above Company is the issuer of securities registered under Section 12 of the
Securities Exchange Act of 1934. The person signing below confirms, as of the
date
appearing opposite his/her signature, that each of the "Authorized
Representatives"
named below is authorized on his/her behalf to sign such statements (on Form 3,
Form 4,
Form 5, Form 144, Schedule 13G, or otherwise) with respect to securities of the
Company
(the "Securities"), and to submit to the Securities and Exchange Commission such
filings
 (including reports, notices, and other statements) with respect to the
Securities, as
are required by the Securities Act of 1933, as amended, or the Securities
Exchange Act
of 1934 as amended (collectively, the "Acts"). The person so signing also
confirms the
authority of each of the Authorized Representatives to do and perform, on
his/her behalf,
any and all acts and things with respect to the Securities requisite or
necessary to
assure compliance by the signing person with the filing requirements of the
Acts.
This authority revokes all prior authorities with respect to the Securities
previously
executed by the person signing below including but not limited to any such
authorities
filed with or given to the Commission by the person signing below. The authority

confirmed herein shall remain in effect as to the person signing below until
such time
as the Commission shall receive from that person a written communication that
terminates
or modifies the authority.

Authorized Representatives

Judith A. Hunter
Dennis P. Patton
Ronald E. Snyder
Michael J. Tokich
J. Adam Zangerle


Dated:  August 15, 2014				By:  __/s/_Richard C. Breeden_________
							   Richard C. Breeden

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