Sec Form 4 Filing - Rosebrough Walter M Jr @ STERIS CORP - 2015-11-02

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 CORP [ 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 5960 HEISLEY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2015
(Street)
MENTOR, OH44060
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
Common Shares, No Par Value 11/02/2015 D 116,376 ( 1 ) D 0 D
Common Shares, No Par Value 11/02/2015 D 20,000 D 0 I See Footnote Below. ( 3 )
Common Shares, No Par Value 11/02/2015 D 68,806 D 0 I See Footnote Below. ( 4 )
Common Shares, No Par Value 11/02/2015 D 6,960 D 0 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 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) $ 29.94 11/02/2015 D 18,000 ( 6 ) 05/30/2022 Common Shares, No Par Value 18,000 ( 6 ) 0 D
Employee Stock Option (right to buy) $ 45.34 11/02/2015 D 50,000 ( 7 ) 05/31/2023 Common Shares, No Par Value 50,000 ( 7 ) 0 D
Employee Stock Option (right to buy) $ 53.52 11/02/2015 D 119,000 ( 8 ) 05/30/2024 Common Shares, No Par Value 119,000 ( 8 ) 0 D
Employee Stock Option (right to buy) $ 67.98 11/02/2015 D 111,000 ( 9 ) 08/10/2025 Common Shares, No Par Value 111,000 ( 9 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rosebrough Walter M Jr
C/O 5960 HEISLEY ROAD
MENTOR, OH44060
X President & CEO
Signatures
/s/ Dennis P. Patton, Authorized Representative under Power of Attorney 11/02/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These 116,376 Common Shares are held by the Reporting Person as Trustee of a revocable trust established for his benefit. 44,750 of these Common Shares are restricted. The restrictions on the restricted Common Shares lapse as follows: 5,000 on May 31, 2016; 6,250 on May 31, 2016; 6,250 on May 31, 2017;4,250 on May 30, 2016; 4,250 on May 30, 2017, 4,250 on May 30, 2018, 3,625 on May 30, 2016, 3,625 on May 29, 2017, 3,625 on May 28, 2018, and 3,625 on May 28, 2019.
( 2 )Represents shares of STERIS Corporation ("STERIS") disposed of pursuant to merger of a wholly-owned subsidiary of STERIS plc ("New STERIS") with and into STERIS, with STERIS surviving the merger as a wholly-owned subsidiary of New STERIS (the "Merger"), in exchange for ordinary shares of New STERIS, which was consummated simultaneous with and conditioned on New STERIS' acquisition of Synergy Health plc by commencing a "recommended offer" under English law. At the effective time of the Merger, each STERIS common share was cancelled and converted into the right to receive one New STERIS ordinary share.
( 3 )These shares are held by the Reporting Person as Trustee of an irrevocable trust established for the benefit of the children of the Reporting Person and the Reporting Person's Spouse.
( 4 )These shares are held by the Reporting Person's Spouse as Trustee of a revocable trust established for her benefit.
( 5 )These shares are held by the Reporting Person as Trustee of an irrevocable trust established for the benefit of the grandchildren of the Reporting Person and the Reporting Person's Spouse.
( 6 )This option becomes exercisable as follows: 18,000 on May 30, 2016. This option was assumed by New STERIS in the Merger and converted to an option to purchase 18,000 ordinary shares of New STERIS for $29.94 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
( 7 )This option becomes exercisable as follows: 25,000 on May 31, 2016 and 25,000 on May 31, 2017. This option was assumed by New STERIS in the Merger and converted to an option to purchase 50,000 ordinary shares of New STERIS for $45.34 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
( 8 )This option becomes exercisable as follows: 29,750 on May 30, 2016, 29,750 on May 30, 2017 and 29,750 on May 30, 2018. This option was assumed by New STERIS in the Merger and converted to an option to purchase 119,000 ordinary shares of New STERIS for $53.52 per share, subject to the same terms and conditions that were applicable to the original STERIS option.
( 9 )This option becomes exercisable as follows: 27,750 on May 28, 2016, 27,750 on May 28, 2017, 27,750 on May 28, 2018 and 27,750 on May 28, 2019. This option was assumed by New STERIS in the Merger and converted to an option to purchase 111,000 ordinary shares of New STERIS for $67.98 per share, subject to the same terms and conditions that were applicable to the original STERIS option.

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