| 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) 08/06/2020 | ||||||||||||||||||||||||||
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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 | 08/06/2020 | M | 28,085 | A | $69.72 | 96,387 | D | |||
| Ordinary Shares | 08/06/2020 | S | 10,131 | D | $155.24(1) | 86,256 | D | |||
| Ordinary Shares | 08/06/2020 | S | 3,415 | D | $156.38(2) | 82,841 | D | |||
| Ordinary Shares | 08/06/2020 | S | 6,539 | D | $157.27(3) | 76,302 | D | |||
| Ordinary Shares | 08/06/2020 | M | 51,000 | A | $77.07 | 127,302 | D | |||
| Ordinary Shares | 08/06/2020 | S | 35,867 | D | $155.29(4) | 91,435 | D | |||
| Ordinary Shares | 08/06/2020 | S | 13,137 | D | $155.88(5) | 78,298 | D | |||
| Ordinary Shares | 08/06/2020 | S | 1,996 | D | $156.87(6) | 76,302 | D | |||
| Ordinary Shares | 08/07/2020 | M | 51,000 | A | $77.07 | 127,302 | D | |||
| Ordinary Shares | 08/07/2020 | S | 23,066 | D | $152.91(7) | 104,236 | D | |||
| Ordinary Shares | 08/07/2020 | S | 11,552 | D | $154.05(8) | 92,684 | D | |||
| Ordinary Shares | 08/07/2020 | S | 9,799 | D | $155.03(9) | 82,885 | D | |||
| Ordinary Shares | 08/07/2020 | S | 5,874 | D | $155.79(10) | 77,011 | D | |||
| Ordinary Shares | 08/07/2020 | S | 709 | D | $156.79(11) | 76,302(12)(13) | D | |||
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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) | $69.72 | 08/06/2020 | M | 28,085 | (14) | 06/01/2026 | Ordinary Shares | 28,085 | $0.00 | 0 | D | ||||
| Employee Stock Option (right to buy) | $77.07 | 08/06/2020 | M | 51,000 | (15) | 05/30/2027 | Ordinary Shares | 51,000 | $0.00 | 85,000 | D | ||||
| Employee Stock Option (right to buy) | $77.07 | 08/07/2020 | M | 51,000 | (15) | 05/30/2027 | Ordinary Shares | 51,000 | $0.00 | 34,000 | D | ||||
| Explanation of Responses: |
| 1. Price reflects a weighted average sale price for multiple transactions ranging from $154.7950 to $155.7550 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 2. Price reflects a weighted average sale price for multiple transactions ranging from $155.8050 to $156.7750 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 3. Price reflects a weighted average sale price for multiple transactions ranging from $156.9000 to $157.6500 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 4. Price reflects a weighted average sale price for multiple transactions ranging from $154.6450 to $155.6450 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 5. Price reflects a weighted average sale price for multiple transactions ranging from $155.6500 to $156.6400 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 6. Price reflects a weighted average sale price for multiple transactions ranging from $156.6550 to $157.1950 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 7. Price reflects a weighted average sale price for multiple transactions ranging from $152.3900 to $153.3800 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 8. Price reflects a weighted average sale price for multiple transactions ranging from $153.4200 to $154.4200 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 9. Price reflects a weighted average sale price for multiple transactions ranging from $154.4250 to $155.4200 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 10. Price reflects a weighted average sale price for multiple transactions ranging from $155.4300 to $156.3950 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 11. Price reflects a weighted average sale price for multiple transactions ranging from $156.4850 to $157.0300 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
| 12. These 76,302 ordinary shares are held by the reporting person as trustee of a revocable trust established for his benefit. |
| 13. 26,853 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 4,000 on June 1, 2021; 3,097 on June 1, 2021; 2,597 on June 1, 2021; 2,217 on June 1, 2021; 3,097 on May 31, 2022; 2,597 on May 31, 2022; 2,217 on June 1, 2022; 2,597 on May 31, 2023; 2,217 on June 1, 2023; and 2,217 on June 3, 2024. |
| 14. This option is part of an option to purchase 112,340 STERIS ordinary shares, which are fully vested, which was received in conjunction with the Redomiciliation of the entity organized under the laws of the U.K. and formerly named STERIS plc ("Old STERIS") in exchange for an option to purchase 112,349 Old STERIS ordinary shares for $69.72 per share, subject to the same terms and conditions as the original Old STERIS stock option, except as otherwise required by law. |
| 15. This option is part of an option to purchase 136,000 STERIS ordinary shares, of which 102,000 are fully vested, which was received in conjunction with the Redomiciliation of the entity organized under the laws of the U.K. and formerly named STERIS plc ("Old STERIS") in exchange for an option to purchase 136,000 Old STERIS ordinary shares for $77.07 per share, subject to the same terms and conditions as the original Old STERIS stock option, except as otherwise required by law. |
| Remarks: |
| /s/ Ronald E. Snyder, Authorized Representative under Power of Attorney | 08/10/2020 | |
| ** 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. | ||