| 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 CORP [ STE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/02/2015 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Shares, No Par Value | 11/02/2015 | D | 9,908(1) | D | (2) | 0 | D | |||
| Common Shares, No Par Value | 11/02/2015 | D | 1,035 | D | (2) | 0 | I | See Footnote Below.(3) | ||
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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) | $22.83 | 11/02/2015 | D | 1,700 | (4) | 05/21/2019 | Common Shares, No Par Value | 1,700 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $31.87 | 11/02/2015 | D | 700 | (5) | 05/20/2020 | Common Shares, No Par Value | 700 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $36.09 | 11/02/2015 | D | 650 | (6) | 05/31/2021 | Common Shares, No Par Value | 650 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $29.94 | 11/02/2015 | D | 3,500 | (7) | 05/30/2022 | Common Shares, No Par Value | 3,500 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $45.34 | 11/02/2015 | D | 4,000 | (8) | 05/31/2023 | Common Shares, No Par Value | 4,000 | (8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $53.52 | 11/02/2015 | D | 9,000 | (9) | 05/30/2024 | Common Shares, No Par Value | 9,000 | (9) | 0 | D | ||||
| Employee Stock Option (right to buy) | $67.98 | 11/02/2015 | D | 8,000 | (10) | 08/10/2025 | Common Shares, No Par Value | 8,000 | (10) | 0 | D | ||||
| Explanation of Responses: |
| 1. 5,338 of these Common Shares are restricted. The restrictions on these Common Shares lapse as follows: 563 on May 31, 2016; 1,000 on May 31, 2016; 1,000 on May 31, 2017; 425 on May 30, 2016; 425 on May 30, 2017; 425 on May 30, 2018; 375 on May 30, 2016; 375 on May 29, 2017; 375 on May 28, 2018; and 375 on May 28, 2019. |
| 2. Represents 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. |
| 3. Represents 1,059.274 units of the STERIS Corporation 401(k) Plan STERIS Stock Fund which equals 1,035 Common share equivalents as of October 29, 2015. |
| 4. This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 1,700 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. |
| 5. This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 700 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. |
| 6. This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 650 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. |
| 7. This option becomes exercisable as follows: 875 on May 30, 2016. 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 $29.94 per share, subject to the same terms and conditions that were applicable to the original STERIS option. |
| 8. This option becomes exercisable as follows: 1,000 on May 31, 2016 and 1,000 on May 31, 2017. This option was assumed by New STERIS in the Merger and converted to an option to purchase 4,000 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. |
| 9. This option becomes exercisable as follows: 2,250 on May 30, 2016; 2,250 on May 30, 2017 and 2,250 on May 30, 2018. This option was assumed by New STERIS in the Merger and converted to an option to purchase 9,000 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. |
| 10. This 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. |
| Remarks: |
| /s/ Dennis P. Patton, Authorized Representative under Power of Attorney | 11/02/2015 | |
| ** 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. | ||