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*
Carestio Daniel A

(Last) (First) (Middle)
C/O 70 SIR JOHN ROGERSON'S QUAY

(Street)
DUBLIN L2 2

(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)
Sr VP and Chief Operating Off
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2020
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 10/06/2020 M 13,500 A $77.07 39,814(1) D
Ordinary Shares 10/06/2020 S 3,664(2) D $180.65(3) 36,150(1) D
Ordinary Shares 10/06/2020 S 2,903(4) D $181.25(5) 33,247(1) D
Ordinary Shares 10/06/2020 S 3,444(6) D $182.86(7) 29,803(1) D
Ordinary Shares 10/06/2020 S 2,777(8) D $183.67(9) 27,026(1) D
Ordinary Shares 10/06/2020 S 712(10) D $184.53(11) 26,314(1) 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
Employee Stock Option (right to buy) $77.07 10/06/2020 M 13,500 (12) 05/30/2027 Ordinary Shares 13,500 $0.00 4,500 D
Explanation of Responses:
1. 19,400 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 5,500 on June 1, 2021; 2,712 on May 31, 2022; 1,748 on October 3, 2022; 5,008 on May 31, 2023; 3,324 on June 1, 2023 and 1,108 on June 3, 2024.
2. This exercise of stock options and sale of a total of 3,664 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on February 24, 2020.
3. Price reflects a weighted average sale price for multiple transactions ranging from $180.00 to $180.9850 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. This exercise of stock options and sale of a total of 2,903 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on February 24, 2020.
5. Price reflects a weighted average sale price for multiple transactions ranging from $181.0050 to $181.8150 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. This exercise of stock options and sale of a total of 3,444 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on February 24, 2020.
7. Price reflects a weighted average sale price for multiple transactions ranging from $182.2150 to $183.19 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. This exercise of stock options and sale of a total of 2,777 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on February 24, 2020.
9. Price reflects a weighted average sale price for multiple transactions ranging from $183.25 to $184.2450 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. This exercise of stock options and sale of a total of 712 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on February 24, 2020.
11. Price reflects a weighted average sale price for multiple transactions ranging from $184.30 to $184.85 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. This option to purchase 18,000 STERIS ordinary shares, of which 13,500 are fully vested and were exercised, 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 18,000 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 10/08/2020
** 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.