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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 | ||||||||
| Employee Stock Option (right to buy) | $ 29.94 | 11/02/2015 | D | 18,000 | (6) | 05/30/2022 | Common Shares, No Par Value | 18,000 | (6) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 45.34 | 11/02/2015 | D | 50,000 | (7) | 05/31/2023 | Common Shares, No Par Value | 50,000 | (7) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 53.52 | 11/02/2015 | D | 119,000 | (8) | 05/30/2024 | Common Shares, No Par Value | 119,000 | (8) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 67.98 | 11/02/2015 | D | 111,000 | (9) | 08/10/2025 | Common Shares, No Par Value | 111,000 | (9) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rosebrough Walter M Jr C/O 5960 HEISLEY ROAD MENTOR, OH 44060 |
X | President & CEO | ||
| /s/ Dennis P. Patton, Authorized Representative under Power of Attorney | 11/02/2015 | |
| **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) | These 116,376 Common Shares are held by the Reporting Person as Trustee of a revocable trust established for his benefit. 44,750 of these Common Shares are restricted. The restrictions on the restricted Common Shares lapse as follows: 5,000 on May 31, 2016; 6,250 on May 31, 2016; 6,250 on May 31, 2017; 4,250 on May 30, 2016; 4,250 on May 30, 2017, 4,250 on May 30, 2018, 3,625 on May 30, 2016, 3,625 on May 29, 2017, 3,625 on May 28, 2018, and 3,625 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) | These shares are held by the Reporting Person as Trustee of an irrevocable trust established for the benefit of the children of the Reporting Person and the Reporting Person's Spouse. |
| (4) | These shares are held by the Reporting Person's Spouse as Trustee of a revocable trust established for her benefit. |
| (5) | These shares are held by the Reporting Person as Trustee of an irrevocable trust established for the benefit of the grandchildren of the Reporting Person and the Reporting Person's Spouse. |
| (6) | This option becomes exercisable as follows: 18,000 on May 30, 2016. This option was assumed by New STERIS in the Merger and converted to an option to purchase 18,000 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. |
| (7) | This option becomes exercisable as follows: 25,000 on May 31, 2016 and 25,000 on May 31, 2017. This option was assumed by New STERIS in the Merger and converted to an option to purchase 50,000 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. |
| (8) | This option becomes exercisable as follows: 29,750 on May 30, 2016, 29,750 on May 30, 2017 and 29,750 on May 30, 2018. This option was assumed by New STERIS in the Merger and converted to an option to purchase 119,000 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. |
| (9) | This option becomes exercisable as follows: 27,750 on May 28, 2016, 27,750 on May 28, 2017, 27,750 on May 28, 2018 and 27,750 on May 28, 2019. This option was assumed by New STERIS in the Merger and converted to an option to purchase 111,000 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. |