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*
Bardwell Kathleen

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr.V. P. & C.C.O.
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 17,441(1) D (2) 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
Employee Stock Option (right to buy) $45.34 03/28/2019 D 5,360 (3) 05/31/2023 Ordinary Shares 5,360 (3) 0 D
Employee Stock Option (right to buy) $53.52 03/28/2019 D 7,000 (4) 05/30/2024 Ordinary Shares 7,000 (4) 0 D
Employee Stock Option (right to buy) $67.98 03/28/2019 D 10,000 (5) 08/10/2025 Ordinary Shares 10,000 (5) 0 D
Employee Stock Option (right to buy) $69.72 03/28/2019 D 7,000 (6) 06/01/2026 Ordinary Shares 7,000 (6) 0 D
Employee Stock Option (right to buy) $77.07 03/28/2019 D 10,000 (7) 05/30/2027 Ordinary Shares 10,000 (7) 0 D
Employee Stock Option (right to buy) $114.22 03/28/2019 D 9,332 (8) 05/31/2028 Ordinary Shares 9,332 (8) 0 D
Explanation of Responses:
1. 5,072 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 625 on May 28, 2019; 500 on May 30, 2019; 393 on May 31, 2019; 500 on June 3, 2019; 375 on October 1, 2019; 500 on June 1, 2020; 500 on June 1, 2020; 393 on June 1, 2020; 500 on June 1, 2021; 393 on June 1, 2021 and 393 on May 31, 2022.
2. 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.
3. This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 5,360 ordinary shares of STERIS for $45.34 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 7,000 ordinary shares of STERIS for $53.52 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
5. This option becomes exercisable as follows: 2,500 on May 28, 2016; 2,500 on May 28, 2017; 2,500 on May 28, 2018; and 2,500 on May 28, 2019. This option was assumed by STERIS under the Scheme and converted to an option to purchase 10,000 ordinary shares of STERIS for $67.98 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
6. This option becomes exercisable as follows: 1,750 on June 1, 2017; 1,750 on June 1, 2018; 1,750 on June 3, 2019 and 1,750 on June 1, 2020. This option was assumed by STERIS under the Scheme and converted to an option to purchase 7,000 ordinary shares of STERIS for $69.72 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
7. This option becomes exercisable as follows: 2,500 on May 30, 2018; 2,500 on May 30, 2019; 2,500 on June 1, 2020 and 2,500 on June 1, 2021. This option was assumed by STERIS under the Scheme and converted to an option to purchase 10,000 ordinary shares of STERIS for $77.07 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option
8. This option becomes exercisable as follows: 2,333 on May 31, 2019; 2,333 on June 1, 2020; 2,333 on June 1, 2021 and 2,333 on May 31, 2022. This option was assumed by STERIS under the Scheme and converted to an option to purchase 9,332 ordinary shares of STERIS for $114.22 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
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).
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