SEC Filing | STERIS plc

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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^*

Xilas Andrew

(Last)

(First)

(Middle)

C/O 70 SIR JOHN ROGERSON'S QUAY

(Street)

DUBLIN

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STERIS plc [ STE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and GM, Dental

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	06/02/2021		A		232	A	⁽¹⁾	232	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	06/02/2021		A		619		⁽²⁾	⁽²⁾	Ordinary Shares	619	⁽²⁾	619	D
Restricted Stock Units	⁽³⁾	06/02/2021		A		277		⁽³⁾	⁽³⁾	Ordinary Shares	277	⁽³⁾	976	D
Restricted Stock Units	⁽⁴⁾	06/02/2021		A		1,445		⁽⁴⁾	⁽⁴⁾	Ordinary Shares	1,445	⁽⁴⁾	2,421	D
Restricted Stock Units	⁽⁵⁾	06/02/2021		A		999		⁽⁵⁾	⁽⁵⁾	Ordinary Shares	999	⁽⁵⁾	3,420	D
Restricted Stock Units	⁽⁶⁾	06/02/2021		A		113		⁽⁶⁾	⁽⁶⁾	Ordinary Shares	113	⁽⁶⁾	3,533	D
Restricted Stock Units	⁽⁷⁾	06/02/2021		A		373		⁽⁷⁾	⁽⁷⁾	Ordinary Shares	373	⁽⁷⁾	3,906⁽⁸⁾	D

Explanation of Responses:

1. Received in exchange for 687 shares of Cantel Medical Corp. ("Cantel") common stock in connection with the acquisition of Cantel by STERIS plc ("STERIS") pursuant to a series of transactions (the "Mergers"). Holders of Cantel common stock received $16.93 in cash and 0.33787 STERIS ordinary shares ("Ordinary Shares") per Cantel share outstanding immediately prior to the Mergers.

2. Reflects 619 restricted stock units ("RSUs") of STERIS. Each STERIS RSU represents a right to receive one Ordinary Share. These STERIS RSUs were received in exchange for 1,453 RSUs of Cantel in connection with the Mergers based on an exchange ratio of 0.4262 STERIS RSUs for every Cantel RSU outstanding immediately prior to the Mergers, with the number of resulting STERIS RSUs rounded to the nearest whole unit. These RSUs are restricted and vest in two equal installments on 10/10/2021 and 10/10/2022.

3. Reflects 277 STERIS RSUs. Each STERIS RSU represents a right to receive one Ordinary Share. These STERIS RSUs were received in exchange for 650 Cantel RSUs in connection with the Mergers based on an exchange ratio of 0.4262 STERIS RSUs for every Cantel RSU outstanding immediately prior to the Mergers, with the number of resulting STERIS RSUs rounded to the nearest whole unit. These RSUs are restricted and vest in two equal installments on 10/10/2021 and 10/10/2022.

4. Reflects 1,445 STERIS RSUs. Each STERIS RSU represents a right to receive one Ordinary Share. These STERIS RSUs were received in exchange for 3,390 Cantel RSUs in connection with the Mergers based on an exchange ratio of 0.4262 STERIS RSUs for every Cantel RSU outstanding immediately prior to the Mergers, with the number of resulting STERIS RSUs rounded to the nearest whole unit. These RSUs are restricted and vest in three equal installments on 10/7/2021, 10/7/2022 and 10/7/2023.

5. Reflects 999 STERIS RSUs. Each STERIS RSU represents a right to receive one Ordinary Share. These STERIS RSUs were received in exchange for 2,345 Cantel RSUs in connection with the Mergers based on an exchange ratio of 0.4262 STERIS RSUs for every Cantel RSU outstanding immediately prior to the Mergers, with the number of resulting STERIS RSUs rounded to the nearest whole unit. These RSUs are restricted and vest in three equal installments on 12/2/2021, 12/2/2022 and 12/2/2023.

6. Reflects 113 STERIS RSUs. Each STERIS RSU represents a right to receive one Ordinary Share. These STERIS RSUs were received in exchange for 265 performance-based restricted stock units ("PSUs") of Cantel in connection with the Mergers based on an exchange ratio of 0.4262 STERIS RSUs for every Cantel PSU outstanding immediately prior to the Mergers, with the number of resulting STERIS RSUs rounded to the nearest whole unit. These RSUs are restricted and vest in equal installments on 10/10/2021 and 10/10/2022.

7. Reflects 373 STERIS RSUs. Each STERIS RSU represents a right to receive one Ordinary Share. These STERIS RSUs were received in exchange for 875 Cantel PSUs in connection with the Mergers based on an exchange ratio of 0.4262 STERIS RSUs for every Cantel PSU outstanding immediately prior to the Mergers, with the number of resulting STERIS RSUs rounded to the nearest whole unit. These RSUs are restricted and vest in equal installments on 10/7/2021, 10/7/2022 and 10/7/2023.

8. The STERIS RSUs will vest as follows: 607 on October 7, 2021, 506 on October 10, 2021, 333 on December 2, 2021, 606 on October 7, 2022, 503 on October 10, 2022, 333 on December 2, 2022, 605 on October 7, 2023 and 333 on December 2, 2023.

Remarks:

	/s/ Ronald E. Snyder, Authorized Representative under Power of Attorney	06/04/2021
	** 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.

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