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: Burton Karen L (VP, Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-28	Ordinary Shares	A	8404	—	Acquired	8404	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-28	Employee Stock Option (right to buy)	$36.09	A	3800	Acquired	2021-05-31	Ordinary Shares (3800)	Direct
2019-03-28	Employee Stock Option (right to buy)	$29.94	A	3700	Acquired	2022-05-30	Ordinary Shares (3700)	Direct
2019-03-28	Employee Stock Option (right to buy)	$45.34	A	4040	Acquired	2023-05-31	Ordinary Shares (4040)	Direct
2019-03-28	Employee Stock Option (right to buy)	$53.52	A	3400	Acquired	2024-05-30	Ordinary Shares (3400)	Direct
2019-03-28	Employee Stock Option (right to buy)	$66.15	A	2852	Acquired	2025-05-28	Ordinary Shares (2852)	Direct
2019-03-28	Employee Stock Option (right to buy)	$69.72	A	2600	Acquired	2026-06-01	Ordinary Shares (2600)	Direct
2019-03-28	Employee Stock Option (right to buy)	$77.07	A	4000	Acquired	2027-05-30	Ordinary Shares (4000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$114.22	A	7900	Acquired	2028-05-31	Ordinary Shares (7900)	Direct

Footnotes

F1: 7,016 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 764 on May 28, 2019; 700 on October 1, 2019; 1,220 on June 1, 2020; 3,000 on June 1, 2021; and 1,332 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: This option to purchase 3,800 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,800 Old STERIS ordinary shares for $36.09 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F4: This option to purchase 3,700 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,700 Old STERIS ordinary shares for $29.94 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F5: This option to purchase 4,040 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 4,040 Old STERIS ordinary shares for $45.34 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F6: This option to purchase 3,400 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,400 Old STERIS ordinary shares for $53.52 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F7: This option becomes exercisable as follows: 713 on May 28, 2016, 713 on May 30, 2017, 713 on May 29, 2018 and 713 on May 28, 2019. This option was received under the Scheme in exchange for an option to purchase 2,852 STERIS ordinary shares for $66.15 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F8: This option becomes exercisable as follows: 650 on June 1, 2017; 650 on June 1, 2018; 650 on June 3, 2019 and 650 on June 1, 2020. This option was received under the Scheme in exchange for an option to purchase 2,600 STERIS ordinary shares for $69.72 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F9: This option becomes exercisable as follows: 1,000 on May 30, 2018; 1,000 on May 30, 2019; 1,000 on June 1, 2020 and 1,000 on June 1, 2021. This option was received under the Scheme in exchange for an option to purchase 4,000 STERIS ordinary shares for $77.07 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F10: This option becomes exercisable as follows: 1,975 on May 31, 2019; 1,975 on June 1, 2020; 1,975 on June 1, 2021 and 1,975 on May 31, 2022. This option was received under the Scheme in exchange for an option to purchase 7.900 STERIS ordinary shares for $114.22 per share, subject to the same terms and conditions as the original Old STERIS stock option.