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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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OMB Number: 3235-0287
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X
 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*
Sohi Mohsen
(Last) (First) (Middle)
C/O RUTHERFORD HOUSE, STEPHENSONS WAY
CHADDESDEN
(Street)
DERBY X0 DE21 6LY
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2019
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
Ordinary Shares, 10 pence par value 03/28/2019 D 22,361 D (1) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Option (right to buy) $32.34 03/28/2019 D 3,133 (2) 08/04/2020 Ordinary Shares 3,133 (2) 0 D
Director Stock Option (right to buy) $31.61 03/28/2019 D 3,121 (3) 08/03/2021 Ordinary Shares 3,121 (3) 0 D
Director Stock Option (right to buy) $32.36 03/28/2019 D 3,218 (4) 08/03/2022 Ordinary Shares 3,218 (4) 0 D
Director Stock Option (right to buy) $43.92 03/28/2019 D 2,069 (5) 08/08/2023 Ordinary Shares 2,069 (5) 0 D
Director Stock Option (right to buy) $51.53 03/28/2019 D 2,037 (6) 08/06/2024 Ordinary Shares 2,037 (6) 0 D
Director Stock Option (right to buy) $64.05 03/28/2019 D 4,110 (7) 08/31/2025 Ordinary Shares 4,110 (7) 0 D
Director Stock Option (right to buy) $71.4 03/28/2019 D 3,781 (8) 08/10/2026 Ordinary Shares 3,781 (8) 0 D
Director Stock Option (right to buy) $86.23 03/28/2019 D 4,058 (9) 08/09/2027 Ordinary Shares 4,058 (9) 0 D
Director Stock Option (right to buy) $114.74 03/28/2019 D 4,893 (10) 08/09/2028 Ordinary Shares 4,893 (10) 0 D
Career Restricted Stock Units (11) 03/28/2019 D 688 (11) (11) Ordinary Shares 688 $0.00 0 D
Explanation of Responses:
1. Represents ordinary shares of STERIS plc, a public limited company organized under the laws of England and Wales ("Old STERIS"), cancelled pursuant to a court-approved scheme of arrangement under English law (the "Scheme"). In connection with the Scheme, the reporting person received ordinary shares of STERIS plc, a public limited company organized under the laws of Ireland ("STERIS"), in an amount equal to the number of the reporting person's cancelled Old STERIS shares. The reporting person's STERIS shares will be subject to terms and conditions, including restrictions, substantially identical to those that were applicable to the Old STERIS shares. Following the completion of the Scheme, STERIS became the ultimate holding company of Old STERIS.
2. This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,133 ordinary shares of STERIS for $32.34 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
3. This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,121 ordinary shares of STERIS for $31.61 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
4. This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,218 ordinary shares of STERIS for $32.36 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
5. This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 2,069 ordinary shares of STERIS for $43.92 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
6. This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 2,037 ordinary shares of STERIS for $51.53 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
7. This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 4,110 ordinary shares of STERIS for $64.05 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
8. This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,781 ordinary shares of STERIS for $71.40 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
9. This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 4,058 ordinary shares of STERIS for $86.23 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
10. This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 4,893 ordinary shares of STERIS for $114.74 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
11. These career restricted stock units were assumed by STERIS pursuant to the Scheme and converted to career restricted stock units of STERIS representing the right to receive 688 STERIS ordinary shares. These career restricted stock units are fully vested and will be settled in STERIS ordinary shares six months after the cessation of the reporting person's board service, subject to the terms and conditions of the award agreement.
Remarks:
/s/ Ronald E. Snyder, Authorized Representative under Power of Attorney 03/28/2019
** 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.