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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-28	Ordinary Shares	A	48895	—	Acquired	48895	Direct
2019-03-28	Ordinary Shares	A	13000	—	Acquired	13000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-28	Employee Stock Option (right to buy)	$53.52	A	119000	Acquired	2024-05-30	Ordinary Shares (119000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$67.98	A	111000	Acquired	2025-08-10	Ordinary Shares (111000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$69.72	A	112340	Acquired	2026-06-01	Ordinary Shares (112340)	Direct
2019-03-28	Employee Stock Option (right to buy)	$77.07	A	136000	Acquired	2027-05-30	Ordinary Shares (136000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$114.22	A	136268	Acquired	2028-05-31	Ordinary Shares (136268)	Direct

Footnotes

F1: 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.

F2: These 48,895 ordinary shares are held by the reporting person as trustee of a revocable trust established for his benefit. 37,375 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 3,625 on May 28, 2019; 4,000 on May 30, 2019; 3,097 on May 31, 2019; 4,681 on June 3, 2019; 4,681 on June 1, 2020; 4,000 on June 1, 2020; 3,097 on June 1, 2020; 4,000 on June 1, 2021; 3,097 on June 1, 2021 and 3,097 on May 31, 2022.

F3: These ordinary shares are held by the reporting person's spouse as trustee of a revocable trust established for her benefit.

F4: This option to purchase 119,000 STERIS ordinary shares, which is fully vested, was received under the Scheme 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

F5: 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 received under the Scheme in exchange for an option to purchase 111,000 STERIS ordinary shares for $67.98 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F6: This option becomes exercisable as follows: 28,085 on June 1, 2017; 28,085 on June 1, 2018; 28,085 on June 3, 2019 and 28,085 on June 1, 2020. This option was received under the Scheme in exchange for an option to purchase 112,340 STERIS ordinary shares for $69.72 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F7: This option becomes exercisable as follows: 34,000 on May 30, 2018; 34,000 on May 30, 2019; 34,000 on June 1, 2020 and 34,000 on June 1, 2021. This option was received under the Scheme in exchange for an option to purchase 136,000 STERIS ordinary shares for $77.07 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F8: This option becomes exercisable as follows: 34,067 on May 31, 2019; 34,067 on June 1, 2020; 34,067 on June 1, 2021 and 34,067 on May 31, 2022. This option was received under the Scheme in exchange for an option to purchase 136,268 STERIS ordinary shares for $114.22 per share, subject to the same terms and conditions as the original Old STERIS stock option.