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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Steris plc [ STE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/30/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Ordinary Shares, 10 pence par value | 05/30/2017 | A | 16,000(1) | A | $0.00 | 131,924 | D | |||
Ordinary Shares, 10 pence par value | 05/30/2017 | F | 1,397(2) | D | $77.07 | 130,527 | D | |||
Ordinary Shares, 10 pence par value | 05/30/2017 | F | 1,191(3) | D | $77.07 | 129,336 | D | |||
Ordinary Shares, 10 pence par value | 05/30/2017 | S | 20,000 | D | $76.71(4) | 109,336 | D | |||
Ordinary Shares, 10 pence par value | 05/31/2017 | F | 2,966(5) | D | $77.56 | 106,370(6) | D | |||
Ordinary Shares, 10 pence par value | 68,806 | I | See Footnote Below.(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (right to buy) | $77.07 | 05/30/2017 | A | 136,000 | (8) | 05/30/2027 | Ordinary Shares | 136,000 | $0.00 | 136,000 | D |
Explanation of Responses: |
1. All 16,000 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 4,000 on May 30, 2018; 4,000 on May 30, 2019; 4,000 on June 1, 2020 and 4,000 on June 1, 2021. |
2. 1,397 shares were withheld from the 4,250 restricted shares that vested on May 30, 2017. These 1,397 ordinary shares represent the value of the taxes required to be withheld pursuant to applicable employment or tax laws, as determined by the Issuer. These 4,250 ordinary shares were awarded to Mr. Rosebrough on May 30, 2014 as part of an award of 17,000 restricted shares. These vested shares were valued at the NYSE closing market price on May 30, 2017. The remaining restrictions on these ordinary shares lapse as follows: 4,250 on May 30, 2018. |
3. 1,191 shares were withheld from the 3,625 restricted shares that vested on May 30, 2017. These 1,191 ordinary shares represent the value of the taxes required to be withheld pursuant to applicable employment or tax laws, as determined by the Issuer. These 3,625 ordinary shares were awarded to Mr. Rosebrough on August 10, 2015 as part of an award of 14,500 restricted shares. These vested shares were valued at the NYSE closing market price on May 30, 2017. The remaining restrictions on these ordinary shares lapse as follows: 3,625 on May 28, 2018, and 3,625 on May 28, 2019. |
4. This represents the average sales price of the 20,000 shares sold in the open market. The actual sales prices ranged from $76.51 per share to $76.98 per share. The Reporting Person, upon request by the SEC staff, will provide full information regarding the number of shares sold at each of the separate sales prices. |
5. 2,966 shares were withheld from the 6,250 restricted shares that vested on May 31, 2017. These 2,966 ordinary shares represent the value of the taxes required to be withheld pursuant to applicable employment or tax laws, as determined by the Issuer. These 6,250 ordinary shares were awarded to Mr. Rosebrough on May 31, 2013 as part of an award of 25,000 restricted shares. These vested shares were valued at the NYSE closing market price on May 31, 2017. |
6. These 106,370 ordinary shares are held by the Reporting Person as Trustee of a revocable trust established for his benefit. 46,224 of these Ordinary Shares are restricted. The restrictions on the restricted Ordinary Shares lapse as follows: 4,681 on June 1, 2017; 3,625 on May 28, 2018; 4,250 on May 30, 2018; 4,000 on May 30, 2018; 4,681 on June 1, 2018; 3,625 on May 28, 2019; 4,000 on May 30, 2019; 4,681 on June 3, 2019; 4,681 on June 1, 2020; 4,000 on June 1, 2020 and 4,000 on June 1, 2021. |
7. These ordinary shares are held by the Reporting Person's Spouse as Trustee of a revocable trust established for her benefit. |
8. This option becomes exercisable as follows: 34,000 on May 30, 2018; 34,000 on May 30, 2019; 34,000 on June 1, 2020 and 34,000 on June 1, 2021. |
Remarks: |
/s/ Ronald E. Snyder, Authorized Representative under Power of Attorney | 06/01/2017 | |
** 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. |