STERIS plc — Director's Dealing 2019

Mar 28, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STERIS Ltd (STE)
CIK: 0001757898
Period of Report: 2019-03-28

Reporting Person: TOKICH MICHAEL J (Sr. Vice Pres., CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-28	Ordinary Shares	A	50458	—	Acquired	50458	Direct
2019-03-28	Ordinary Shares	A	3406	—	Acquired	3406	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-28	Employee Stock Option (right to buy)	$45.34	A	22000	Acquired	2023-05-31	Ordinary Shares (22000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$53.52	A	28000	Acquired	2024-05-30	Ordinary Shares (28000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$67.98	A	20000	Acquired	2025-08-10	Ordinary Shares (20000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$69.72	A	30000	Acquired	2026-06-01	Ordinary Shares (30000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$77.07	A	32000	Acquired	2027-05-30	Ordinary Shares (32000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$114.22	A	46664	Acquired	2028-05-31	Ordinary Shares (46664)	Direct

Footnotes

F1: 25,940 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 7,000 on May 28, 2019; 4,000 on October 1, 2019; 4,700 on June 1, 2020; 6,000 on June 1, 2021; and 4,240 on May 31, 2022.

F2: Represents ordinary shares of STERIS plc, a public limited company organized under the laws of Ireland ("STERIS") received by the reporting person pursuant to a court-approved scheme of arrangement under English law (the "Scheme"). In connection with the Scheme, the reporting person received shares of STERIS in an amount equal to the number of the reporting person's cancelled shares of STERIS plc, a public limited company organized under the laws of England and Wales ("Old STERIS"). The reporting person's STERIS shares are 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.

F3: Units representing 3,406 ordinary share equivalents are held on behalf of the Reporting Person under the STERIS Corporation 401(k) Plan as of March 27, 2019.

F4: This option to purchase 22,000 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 22,000 Old STERIS ordinary shares for $45.34 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F5: This option to purchase 28,000 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 28,000 Old STERIS ordinary shares for $53.52 per share, subject to the same terms and conditions as the original Old STERIS stock option

F6: This option becomes exercisable as follows: 5,000 on May 28, 2016; 5,000 on May 28, 2017; 5,000 on May 28, 2018 and 5,000 on May 28, 2019. This option was received under the Scheme in exchange for an option to purchase 20,000 STERIS ordinary shares for $67.98 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F7: This option becomes exercisable as follows: 7,500 on June 1, 2017; 7,500 on June 1, 2018; 7,500 on June 3, 2019 and 7,500 on June 1, 2020. This option was received under the Scheme in exchange for an option to purchase 30,000 STERIS ordinary shares for $69.72 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F8: This option becomes exercisable as follows: 8,000 on May 30, 2018; 8,000 on May 30, 2019; 8,000 on June 1, 2020 and 8,000 on June 1, 2021. This option was received under the Scheme in exchange for an option to purchase 32,000 STERIS ordinary shares for $77.07 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F9: This option becomes exercisable as follows: 11,666 on May 31, 2019; 11,666 on June 1, 2020; 11,666 on June 1, 2021 and 11,666 on May 31, 2022. This option was received under the Scheme in exchange for an option to purchase 46,664 STERIS ordinary shares for $114.22 per share, subject to the same terms and conditions as the original Old STERIS stock option.