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: Bardwell Kathleen (Sr.V. P. & C.C.O.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-28	Ordinary Shares	A	17441	—	Acquired	17441	Direct

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	5360	Acquired	2023-05-31	Ordinary Shares (5360)	Direct
2019-03-28	Employee Stock Option (right to buy)	$53.52	A	7000	Acquired	2024-05-30	Ordinary Shares (7000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$67.98	A	10000	Acquired	2025-08-10	Ordinary Shares (10000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$69.72	A	7000	Acquired	2026-06-01	Ordinary Shares (7000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$77.07	A	10000	Acquired	2027-05-30	Ordinary Shares (10000)	Direct
2019-03-28	Employee Stock Option (right to buy)	$114.22	A	9332	Acquired	2028-05-31	Ordinary Shares (9332)	Direct

Footnotes

F1: 5,072 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 625 on May 28, 2019; 500 on May 30, 2019; 393 on May 31, 2019; 500 on June 3, 2019; 375 on October 1, 2019; 500 on June 1, 2020; 500 on June 1, 2020; 393 on June 1, 2020; 500 on June 1, 2021; 393 on June 1, 2021 and 393 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 5,360 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 5,360 Old STERIS ordinary shares for $45.34 per share, subject to the same terms and conditions as the original Old STERIS stock option.

F4: This option to purchase 7,000 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 7,000 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: 2,500 on May 28, 2016; 2,500 on May 28, 2017; 2,500 on May 28, 2018 and 2,500 on May 28, 2019. This option was received under the Scheme in exchange for an option to purchase 10,000 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: 1,750 on June 1, 2017; 1,750 on June 1, 2018; 1,750 on June 3, 2019 and 1,750 on June 1, 2020. This option was received under the Scheme in exchange for an option to purchase 7,000 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: 2,500 on May 30, 2018; 2,500 on May 30, 2019; 2,500 on June 1, 2020 and 2,500 on June 1, 2021. This option was received under the Scheme in exchange for an option to purchase 10,000 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: 2,333 on May 31, 2019; 2,333 on June 1, 2020; 2,333 on June 1, 2021 and 2,333 on May 31, 2022. This option was received under the Scheme in exchange for an option to purchase 9,332 STERIS ordinary shares for $114.22 per share, subject to the same terms and conditions as the original Old STERIS stock option.