Statement of Changes in Beneficial Ownership (4)
June 03 2020 - 4:31PM
Edgar (US Regulatory)
FORM 4
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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).
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
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1. Name and Address of Reporting Person
*
Rosebrough Walter M Jr |
2. Issuer Name and Ticker or Trading Symbol
STERIS plc
[
STE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
C/O 70 SIR JOHN ROGERSON'S QUAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2020 |
(Street)
DUBLIN, L2 2
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares | 6/1/2020 | | A | | 8868 (1) | A | $0.00 | 74869 (2) | D | |
Ordinary Shares | 6/1/2020 | | D | | 1839 (3) | D | $165.65 | 73030 | D | |
Ordinary Shares | 6/1/2020 | | D | | 1413 (4) | D | $165.65 | 71617 | D | |
Ordinary Shares | 6/1/2020 | | D | | 1165 (5) | D | $165.65 | 70452 | D | |
Ordinary Shares | 6/1/2020 | | D | | 2150 (6) | D | $165.65 | 68302 (7) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | $182.22 | 6/1/2020 | | A | | 99464 | | (8) | 6/1/2030 | Ordinary Shares | 99464 | (8) | 99464 | D | |
Explanation of Responses: |
(1) | All of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 2,217 on June 1, 2021; 2,217 on June 1, 2022; 2,217 on June 1, 2023 and 2,217 on June 3, 2024. |
(2) | These 74,869 ordinary shares are held by the reporting person as trustee of a revocable trust established for his benefit. |
(3) | 1,839 shares were withheld from the 4,000 restricted shares that vested on June 1, 2020. These 1,839 ordinary shares represent the value of the taxes required to be withheld pursuant to applicable employment or tax laws, as determined by the Issuer. These 4,000 ordinary shares were awarded to Mr. Rosebrough on May 30, 2017 as part of an award of 16,000 restricted shares. These vested shares were valued at the NYSE closing market price on June 1, 2020. These ordinary shares are held by the reporting person as trustee of a revocable trust established for his benefit. |
(4) | 1,413 shares were withheld from the 3,097 restricted shares that vested on June 1, 2020. These 1,413 ordinary shares represent the value of the taxes required to be withheld pursuant to applicable employment or tax law, as determined by the Issuer. These 3,097 ordinary shares were awarded to Mr. Rosebrough on May 31, 2018 as part of an award of 12,388 restricted shares. These vested shares were valued at the NYSE closing market price on June 1, 2020. These ordinary shares are held by the reporting person as trustee of a revocable trust established for his benefit. |
(5) | 1,165 shares were withheld from the 2,597 restricted shares that vested on June 1, 2020. These 1,165 ordinary shares represent the value of the taxes required to be withheld pursuant to applicable employment or tax laws, as determined by the Issuer. These 2,597 ordinary shares were awarded to Mr. Rosebrough on May 31, 2019 as part of an award of 10,388 restricted shares. These vested shares were valued at the NYSE closing market price on June 1, 2020. These ordinary shares are held by the reporting person as trustee of a revocable trust established for his benefit. |
(6) | 2,150 shares were withheld from the 4,681 restricted shares that vested on June 1, 2020. These 2,150 ordinary shares represent the value of the taxes required to be withheld pursuant to applicable employment or tax laws, as determined by the Issuer. These 4,681 ordinary shares were awarded to Mr. Rosebrough on June 1, 2016 as part of an award of 18,724 restricted shares. These vested shares were valued at the NYSE closing market price on June 1, 2020. These ordinary shares are held by the reporting person as trustee of a revocable trust established for his benefit. |
(7) | 26,853 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 4,000 on June 1, 2021; 3,097 on June 1, 2021; 2,597 on June 1, 2021; 2,217 on June 1, 2021; 3,097 on May 31, 2022; 2,597 on May 31, 2022; 2,217 on June 1, 2022; 2,597 on May 31, 2023; 2,217 on June 1, 2023 and 2,217 on June 3, 2024. |
(8) | This option becomes exercisable as follows: 24,866 on June 1, 2021; 24,866 on June 1, 2022; 24,866 on June 1, 2023 and 24,866 on June 3, 2024. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Rosebrough Walter M Jr C/O 70 SIR JOHN ROGERSON'S QUAY DUBLIN, L2 2 | X |
| President & CEO |
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Signatures
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/s/ Ronald E. Snyder, Authorized Representative under Power of Attorney | | 6/3/2020 |
**Signature of Reporting Person | Date |
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