Sec Form 4 Filing - Breeden Richard C @ STERIS plc - 2019-03-28

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 Breeden Richard C 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RUTHERFORD HOUSE, STEPHENSONS WAY, CHADDESDEN 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2019 (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 03/28/2019 D 28,548 D 0 D Ordinary Shares, 10 pence par value 03/28/2019 D 72,242 D 0 I See Footnote Below. ( 2 ) ( 3 )

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 Reported 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 Director Stock Option (right to buy) $ 32.34 03/28/201 9 D 3,133 ( 4 ) 08/04/2020 Ordinary Shares 3,133 ( 4 ) 0 D Director Stock Option (right to buy) $ 31.61 03/28/2019 D 3,121 ( 5 ) 08/03/2021 Ordinary Shares 3,121 ( 5 ) 0 D Director Stock Option (right to buy) $ 32.36 03/28/2019 D 3,218 ( 6 ) 08/03/2022 Ordinary Shares 3,218 ( 6 ) 0 D Director Stock Option (right to buy) $ 43.92 03/28/2019 D 4,657 ( 7 ) 08/08/2023 Ordinary Shares 4,657 ( 7 ) 0 D Director Stock Option (right to buy) $ 51.53 03/28/2019 D 4,584 ( 8 ) 08/06/2024 Ordinary Shares 4,584 ( 8 ) 0 D Director Stock Option (right to buy) $ 64.05 03/28/2019 D 4,110 ( 9 ) 08/31/2025 Ordinary Shares 4,110 ( 9 ) 0 D Director Stock Option (right to buy) $ 71.4 03/28/2019 D 3,781 ( 10 ) 08/10/2026 Ordinary Shares 3,781 ( 10 ) 0 D Director Stock Option (right to buy) $ 86.23 03/28/2019 D 4,058 ( 11 ) 08/09/2027 Ordinary Shares 4,058 ( 11 ) 0 D Director Stock Option (right to buy) $ 114.74 03/28/2019 D 3,495 ( 12 ) 08/09/2028 Ordinary Shares 3,495 ( 12 ) 0 D Career Restricted Stock Units ( 13 ) 03/28/2019 D 12,716 ( 13 ) ( 13 ) Ordinary Shares 12,716 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Breeden Richard C C/O RUTHERFORD HOUSE, STEPHENSONS WAY CHADDESDEN DERBY, X0DE21 6LY X Signatures /s/ Ronald E. Snyder, Authorized Representative under Power of Attorney 03/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents ordinary shares of STERIS plc, a public limited company organized under the laws of England and Wales ("Old STERIS"), cancelled pursuant to a court-approved scheme of arrangement under English law (the "Scheme"). In connection with the Scheme, the reporting person received ordinary shares of STERIS plc, a public limited company organized under the laws of Ireland ("STERIS"), in an amount equal to the number of the reporting person's cancelled Old STERIS shares. The reporting person's STERIS shares will be 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. ( 2 )Richard C. Breeden is the managing member of Breeden Capital Partners LLC, managing member and chairman and chief executive officer of Breeden Capital Management LLC. Breeden Capital Partners LLC is in turn the general partner of Breeden Partners L.P. (the "Fund"). ( 3 )Pursuant to Rule 16a-1(a)(2)(ii)(B) of the Securities Exchange Act of 1934, as amended, Mr. Breeden in his capacity as managing member, as well as chairman and chief executive officer of Breeden Capital Management LLC and as the managing member of Breeden Capital Partners LLC, may be deemed to be the indirect beneficial owner of the ordinary shares owned by the Fund and its General Partner, and may be deemed to have beneficial ownership of all such shares. ( 4 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,133 ordinary shares of STERIS for $32.34 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 5 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,121 ordinary shares of STERIS for $31.61 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 6 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,218 ordinary shares of STERIS for $32.36 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 7 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 4,657 ordinary shares of STERIS for $43.92 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 8 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 4,584 ordinary shares of STERIS for $51.53 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 9 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 4,110 ordinary shares of STERIS for $64.05 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 10 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,781 ordinary shares of STERIS for $71.40 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 11 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 4,058 ordinary shares of STERIS for $86.23 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 12 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,495 ordinary shares of STERIS for $114.74 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 13 )These career restricted stock units were assumed by STERIS pursuant to the Scheme and converted to career restricted stock units of STERIS representing the right to receive 12,716 STERIS ordinary shares. These career restricted stock units are fully vested and will be settled in STERIS ordinary shares six months after the cessation of the reporting person's board service, subject to the terms and conditions of the award agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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