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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Director Stock Option (right to buy) | $ 28.08 | 03/28/2019 | D | 3,609 | (3) | 07/31/2019 | Ordinary Shares | 3,609 | (3) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 32.34 | 03/28/2019 | D | 3,133 | (4) | 08/04/2020 | Ordinary Shares | 3,133 | (4) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 31.61 | 03/28/2019 | D | 3,121 | (5) | 08/03/2021 | Ordinary Shares | 3,121 | (5) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 32.36 | 03/28/2019 | D | 3,218 | (6) | 08/03/2022 | Ordinary Shares | 3,218 | (6) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 43.92 | 03/28/2019 | D | 4,657 | (7) | 08/08/2023 | Ordinary Shares | 4,657 | (7) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 51.53 | 03/28/2019 | D | 4,584 | (8) | 08/06/2024 | Ordinary Shares | 4,584 | (8) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 64.05 | 03/28/2019 | D | 4,110 | (9) | 08/31/2025 | Ordinary Shares | 4,110 | (9) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 71.4 | 03/28/2019 | D | 3,781 | (10) | 08/10/2026 | Ordinary Shares | 3,781 | (10) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 86.23 | 03/28/2019 | D | 927 | (11) | 08/09/2027 | Ordinary Shares | 927 | (11) | 0 | D | ||||
| Director Stock Option (right to buy) | $ 114.74 | 03/28/2019 | D | 436 | (12) | 08/09/2028 | Ordinary Shares | 436 | (12) | 0 | D | ||||
| Career Restricted Stock Units | (13) | 03/28/2019 | D | 3,184 | (13) | (13) | Ordinary Shares | 3,184 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KOSECOFF JACQUELINE B C/O RUTHERFORD HOUSE, STEPHENSONS WAY CHADDESDEN DERBY, X0 DE21 6LY |
X | |||
| /s/ Ronald E. Snyder, Authorized Representative under Power of Attorney | 03/28/2019 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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) | These ordinary shares are held in a revocable family trust of the Reporting Person and the Reporting Person's spouse, as Co-Trustees. 1,260 shares that had been directly held were transferred to the trust on November 23, 2018. |
| (3) | This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,609 ordinary shares of STERIS for $28.08 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 3,133 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. |
| (5) | 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. |
| (6) | 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. |
| (7) | This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 4,657 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. |
| (8) | This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 4,584 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. |
| (9) | 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. |
| (10) | 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. |
| (11) | This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 927 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. |
| (12) | This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 436 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. |
| (13) | 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 3,184 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. |