Sec Form 4 Filing - Burton Karen L @ 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 Burton Karen L 2. Issuer Name and Ticker or Trading Symbol STERIS plc [ STE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP, Controller & CAO (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 8,404 ( 1 ) D 0 D

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 Employee Stock Option (right to buy) $ 36.09 03/28/2019 D 3,800 ( 3 ) 05/31/2021 Ordinary Shares 3,800 ( 3 ) 0 D Employee Stock Option (right to buy) $ 29.94 03/28/2019 D 3,700 ( 4 ) 05/30/2022 Ordinary Shares 3,700 ( 4 ) 0 D Employee Stock Option (right to buy) $ 45.34 03/28/2019 D 4,040 ( 5 ) 05/31/2023 Ordinary Shares 4,040 ( 5 ) 0 D Employee Stock Option (right to buy) $ 53.52 03/28/2019 D 3,400 ( 6 ) 05/30/2024 Ordinary Shares 3,400 ( 6 ) 0 D Employee Stock Option (right to buy) $ 66.15 03/28/2019 D 2,852 ( 7 ) 05/28/2025 Ordinary Shares 2,852 ( 7 ) 0 D Employee Stock Option (right to buy) $ 69.72 03/28/2019 D 2,600 ( 8 ) 06/01/2026 Ordinary Shares 2,600 ( 8 ) 0 D Employee Stock Option (right to buy) $ 77.07 03/28/2019 D 4,000 ( 9 ) 05/30/2027 Ordinary Shares 4,000 ( 9 ) 0 D Employee Stock Option (right to buy) $ 114.22 03/28/2019 D 7,900 ( 10 ) 05/31/2028 Ordinary Shares 7,900 ( 10 ) 0 D

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

Explanation of Responses:

( 1 )7,016 of these ordinary shares are restricted and vest 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. ( 2 )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. ( 3 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,800 ordinary shares of STERIS for $36.09 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 4 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 3,700 ordinary shares of STERIS for $29.94 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 4,040 ordinary shares of STERIS for $45.34 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 3,400 ordinary shares of STERIS for $53.52 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 7 )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 assumed by STERIS under the Scheme and converted to an option to purchase 2,852 ordinary shares of STERIS for $66.15 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 8 )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 assumed by STERIS under the Scheme and converted to an option to purchase 2,600 ordinary shares of STERIS for $69.72 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 9 )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 assumed by STERIS under the Scheme and converted to an option to purchase 4,000 ordinary shares of STERIS for $77.07 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option. ( 10 )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 assumed by STERIS under the Scheme and converted to an option to purchase 7,900 ordinary shares of STERIS for $114.22 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.

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