Sec Form 4 Filing - Rosebrough Walter M Jr @ STERIS plc - 2018-05-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Rosebrough Walter M Jr
2. Issuer Name and Ticker or Trading Symbol
STERIS plc [ STE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O RUTHERFORD HOUSE, STEPHENSONS WAY, CHADDESDEN
3. Date of Earliest Transaction (MM/DD/YY)
05/31/2018
(Street)
DERBY, X0DE21 6LY
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares, 10 pence par value 05/31/2018 A 12,388 ( 1 ) A $ 0 61,192 D
Ordinary Shares, 10 pence par value 06/01/2018 S 8,571 D $ 104.46 ( 2 ) 52,621 D
Ordinary Shares, 10 pence par value 06/01/2018 F 2,100 ( 3 ) D $ 104.57 50,521 ( 4 ) D
Ordinary Shares, 10 pence par value 05/31/2018 G V 5,806 D $ 0 38,000 I See Footnote Below. ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Re ported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 114.22 05/31/2018 A 136,268 ( 6 ) 05/31/2028 Ordinary Shares 136,268 $ 0 136,268 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rosebrough Walter M Jr
C/O RUTHERFORD HOUSE, STEPHENSONS WAY
CHADDESDEN
DERBY, X0DE21 6LY
X President & CEO
Signatures
/s/ Ronald E. Snyder, Authorized Representative under Power of Attorney 06/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )All 12,388 of these Common Shares are restricted. The restrictions on these Common Shares lapse as follows: 3,097 on May 31, 2019; 3,097 on June 1, 2020; 3,097 on June 1, 2021 and 3,097 on May 31, 2022.
( 2 )This represents the average sales price of the 8,571 shares sold in the open market. The actual sales prices ranged from $104.16 per share to $104.77 per share. The Reporting Person, upon request by the SEC staff, will provide full information regarding the number of shares sold at each of the separate sales prices
( 3 )2,100 shares were withheld from the 4,681 restricted shares that vested on June 1, 2018. These 2,100 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 4,681 ordinary shares were awarded to Mr. Rosebrough on June 1, 2016 as part of an award of 18,724 restricted shares. These vested shares were valued at the NYSE closing market price on June 1, 2018. The remaining restrictions on these ordinary shares lapse as follows: 4,681 on June 3, 2019; and 4,681 on June 1, 2020.
( 4 )These 50,521 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 the restricted 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.
( 5 )These ordinary shares are held by the Reporting Person's Spouse as Trustee of a revocable trust established for her benefit.
( 6 )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.

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