FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bardwell Kathleen
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.
(Last)          (First)          (Middle)

C/O RUTHERFORD HOUSE, STEPHENSONS WAY, CHADDESDEN
3. Date of Earliest Transaction (MM/DD/YYYY)

3/28/2019
(Street)

DERBY, X0 DE21 6LY
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/28/2019     D    17441   (1) D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   3/28/2019     D         5360      (3) 5/31/2023   Ordinary Shares   5360     (3) 0   D    
Employee Stock Option (right to buy)   $53.52   3/28/2019     D         7000      (4) 5/30/2024   Ordinary Shares   7000     (4) 0   D    
Employee Stock Option (right to buy)   $67.98   3/28/2019     D         10000      (5) 8/10/2025   Ordinary Shares   10000     (5) 0   D    
Employee Stock Option (right to buy)   $69.72   3/28/2019     D         7000      (6) 6/1/2026   Ordinary Shares   7000     (6) 0   D    
Employee Stock Option (right to buy)   $77.07   3/28/2019     D         10000      (7) 5/30/2027   Ordinary Shares   10000     (7) 0   D    
Employee Stock Option (right to buy)   $114.22   3/28/2019     D         9332      (8) 5/31/2028   Ordinary Shares   9332     (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bardwell Kathleen
C/O RUTHERFORD HOUSE, STEPHENSONS WAY
CHADDESDEN
DERBY, X0 DE21 6LY


Sr.V. P. & C.C.O.

Signatures
/s/ Ronald E. Snyder, Authorized Representative under Power of Attorney 3/28/2019
** 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 control number.
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