Sec Form 4 Filing - Zangerle John Adam @ STERIS plc - 2019-03-28

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
Zangerle John Adam
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)
Sr. VP, Gen Counsel, and Sec.
(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 30,796 ( 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) $ 45.34 03/28/2019 D 3,000 ( 3 ) 05/31/2023 Ordinary Shares 3,000 ( 3 ) 0 D
Employee Stock Option (right to buy) $ 53.52 03/28/2019 D 12,252 ( 4 ) 05/30/2024 Ordinary Shares 12,252 ( 4 ) 0 D
Employee Stock Option (right to buy) $ 67.98 03/28/2019 D 8,000 ( 5 ) 08/10/2025 Ordinary Shares 8,000 ( 5 ) 0 D
Employee Stock Option (right to buy) $ 69.72 03/28/2019 D 15,000 ( 6 ) 06/01/2026 Ordinary Shares 15,000 ( 6 ) 0 D
Employee Stock Option (right to buy) $ 77.07 03/28/2019 D 14,000 ( 7 ) 05/30/2027 Ordinary Shares 14,000 ( 7 ) 0 D
Employee Stock Option (right to buy) $ 114.22 03/28/2019 D 21,536 ( 8 ) 05/31/2028 Ordinary Shares 21,536 ( 8 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zangerle John Adam
C/O RUTHERFORD HOUSE, STEPHENSONS WAY
CHADDESDEN
DERBY, X0DE21 6LY
Sr. VP, Gen Counsel, and Sec.
Signatures
/s/ Ronald E. Snyder, Authorized Representative under Power of Attorney 03/28/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )19,136 of these ordinary shares are restricted. The restrictions on these ordinary shares lapse as follows: 3,000 on May 28, 2019; 4,000 on October 1, 2019; 2,500 on June 1, 2020; 6,000 on June 1, 2021 and 3,636 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 3,000 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. This option was initially granted as an option to purchase 6,000 ordinary shares. On January 25, 2019, the reporting person exercised this option for 3,000 ordinary shares pursuant to a Rule 10b5-1 Stock Trading Plan, entered into by the reporting person on November 9, 2018.
( 4 )This option is fully vested. This option was assumed by STERIS under the Scheme and converted to an option to purchase 12,252 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.
( 5 )This option will become exercisable as follows: 2,000 on May 28, 2016; 2,000 on May 28, 2017; 2,000 on May 28, 2018 and 2,000 on May 28, 2019. This option was assumed by STERIS under the Scheme and converted to an option to purchase 8,000 ordinary shares of STERIS for $67.98 per share, subject to the same terms and conditions that were applicable to the original Old STERIS option.
( 6 )This option becomes exercisable as follows: 3,750 on June 1, 2017; 3,750 on June 1, 2018; 3,750 on June 3, 2019 and 3,750 on June 1, 2020. This option was assumed by STERIS under the Scheme and converted to an option to purchase 15,000 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.
( 7 )This option becomes exercisable as follows: 3,500 on May 30, 2018; 3,500 on May 30, 2019; 3,500 on June 1, 2020 and 3,500 on June 1, 2021. This option was assumed by STERIS under the Scheme and converted to an option to purchase 14,000 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.
( 8 )This option becomes exercisable as follows: 5,384 on May 31, 2019; 5,384 on June 1, 2020; 5,384 on June 1, 2021 and 5,384 on May 31, 2022. This option was assumed by STERIS under the Scheme and converted to an option to purchase 21,536 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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