STERIS plc — Director's Dealing 2019

Jun 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STERIS plc (STE)
CIK: 0001757898
Period of Report: 2019-05-30

Reporting Person: Rosebrough Walter M Jr (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-30	Ordinary Shares	F	1860	$133.35	Disposed	45350	Direct
2019-05-30	Ordinary Shares	M	60000	$53.52	Acquired	105350	Direct
2019-05-30	Ordinary Shares	S	30678	$133.05	Disposed	74672	Direct
2019-05-30	Ordinary Shares	S	27922	$134.18	Disposed	46750	Direct
2019-05-30	Ordinary Shares	S	1400	$134.60	Disposed	45350	Direct
2019-05-31	Ordinary Shares	F	1436	$133.68	Disposed	43914	Direct
2019-05-31	Ordinary Shares	M	59000	$53.52	Acquired	102914	Direct
2019-05-31	Ordinary Shares	S	28042	$130.84	Disposed	74872	Direct
2019-05-31	Ordinary Shares	S	29083	$132.06	Disposed	45789	Direct
2019-05-31	Ordinary Shares	S	1875	$132.55	Disposed	43914	Direct
2019-05-31	Ordinary Shares	A	10388	$0.00	Acquired	54302	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-30	Employee Stock Option (right to buy)	$53.52	M	60000	Disposed	2024-05-30	Ordinary Shares (119000)	Direct
2019-05-31	Employee Stock Option (right to buy)	$53.52	M	59000	Disposed	2024-05-30	Ordinary Shares (59000)	Direct
2019-05-31	Employee Stock Option (right to buy)	$147.05	A	111204	Acquired	2029-05-31	Ordinary Shares (111204)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	13000	Indirect

Footnotes

F1: 1,860 shares were withheld from the 4,000 restricted shares that vested on May 30, 2019. These 1,860 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 May 30, 2019. The remaining restrictions on these ordinary shares lapse as follows: 4,000 on May 30, 2020; and 4,000 on May 30, 2021.

F2: This exercise and sale of a total of 60,000 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on May 15, 2019.

F3: This option to purchase 119,000 STERIS ordinary shares, which is fully vested, was received in conjunction with the Redomiciliation of the entity organized under the laws of the U.K. and formerly named STERIS plc ("Old STERIS") in exchange for an option to purchase 119,000 Old STERIS ordinary shares for $53.52 per share, subject to the same terms and conditions as the original Old STERIS stock option, except as otherwise required by law.

F4: Price reflects a weighted average sale price for multiple transactions ranging from $132.53 to $133.52 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: Price reflects a weighted average sale price for multiple transactions ranging from $133.54 to $134.50 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F6: Price reflects a weighted average sale price for multiple transactions ranging from $134.53 to $134.69 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F7: 1,436 shares were withheld from the 3,097 restricted shares that vested on May 31, 2019. These 1,436 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 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 May 31, 2019. The remaining restrictions on these ordinary shares lapse as follows: 3,097 on June 1, 2020; 3,097 on June 1, 2021 and 3,097 on May 31, 2022.

F8: This exercise and sale of a total of 59,000 ordinary shares is pursuant to a Rule 10b5-1 Stock Trading Plan entered into by the Reporting Person on May 15, 2019.

F9: Price reflects a weighted average sale price for multiple transactions ranging from $130.39 to $131.38 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F10: Price reflects a weighted average sale price for multiple transactions ranging from $131.41 to $132.40 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F11: Price reflects a weighted average sale price for multiple transactions ranging from $132.44 to $132.68 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F12: All 10,388 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 2,597 on June 1, 2020; 2,597 on June 1, 2021; 2,597 on May 31, 2022 and 2,597 on May 31, 2023.

F13: These 54,302 ordinary shares are held by the reporting person as trustee of a revocable trust established for his benefit. 37,041 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 4,681 on June 3, 2019; 4,681 on June 1, 2020; 4,000 on June 1, 2020; 3,097 on June 1, 2020; 2,597 on June 1, 2020; 4,000 on June 1, 2021; 3,097 on June 1, 2021; 2,597 on June 1, 2021; 3,097 on May 31, 2022; 2,597 on May 31, 2022; and 2,597 on May 31, 2023.

F14: These ordinary shares are held by the reporting person's spouse as trustee of a revocable trust established for her benefit.

F15: This option becomes exercisable as follows: 27,801 on June 1, 2020; 27,801 on June 1, 2021; 27,801 on May 31, 2022 and 27,801 on May 31, 2023.