SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WAREHAM JOHN P

(Last)

(First)

(Middle)

C/O CHANCERY HOUSE, 190 WATERSIDE ROAD

HAMILTON INDUSTRIAL PARK

(Street)

LEICESTER

LE5 1QZ

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares, ?0.10 Nominal Value	11/02/2015		A		31,560	A	⁽¹⁾	31,560	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (right to buy)	$31.61	11/02/2015		A		4,995		⁽²⁾	08/03/2021	Ordinary Shares, ?0.10 Nominal Value	4,995	⁽²⁾	4,995	D
Director Stock Option (right to buy)	$32.36	11/02/2015		A		5,150		⁽³⁾	08/03/2022	Ordinary Shares, ?0.10 Nominal Value	5,150	⁽³⁾	5,150	D
Director Stock Option (right to buy)	$43.92	11/02/2015		A		6,727		⁽⁴⁾	08/08/2023	Ordinary Shares, ?0.10 Nominal Value	6,727	⁽⁴⁾	6,727	D
Director Stock Option (right to buy)	$51.53	11/02/2015		A		6,622		⁽⁵⁾	08/06/2024	Ordinary Shares, ?0.10 Nominal Value	6,622	⁽⁵⁾	6,622	D
Director Stock Option (right to buy)	$64.05	11/02/2015		A		5,936		⁽⁶⁾	08/31/2025	Ordinary Shares, ?0.10 Nominal Value	5,936	⁽⁶⁾	5,936	D
Career Restricted Stock Units	⁽⁷⁾	11/02/2015		A		5,633		⁽⁷⁾	⁽⁷⁾	Ordinary Shares, ?0.10 Nominal Value	5,633	$0.00	5,633	D

Explanation of Responses:

1. Represents ordinary shares of STERIS plc ("New STERIS") acquired pursuant to merger of a wholly-owned subsidiary of New STERIS with and into STERIS Corporation ("STERIS"), with STERIS surviving the merger as a wholly-owned subsidiary of New STERIS (the "Merger"), in exchange for common shares of 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.

2. This option to purchase 4,995 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 4,995 STERIS common shares for $31.61 per share, subject to the same terms and conditions as the original STERIS stock option.

3. This option to purchase 5,150 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 5,150 STERIS common shares for $32.36 per share, subject to the same terms and conditions as the original STERIS stock option.

4. This option to purchase 6,727 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 6,727 STERIS common shares for $43.92 per share, subject to the same terms and conditions as the original STERIS stock option.

5. This option to purchase 6,622 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 6,622 STERIS common shares for $51.53 per share, subject to the same terms and conditions as the original STERIS stock option.

6. This option to purchase 5,936 New STERIS ordinary shares, which is fully vested, was received in the Merger in exchange for an option to purchase 5,936 STERIS common shares for $64.05 per share, subject to the same terms and conditions as the original STERIS stock option.

7. At the effective time of the Merger, each STERIS career restricted stock unit was cancelled and converted to a New STERIS career restricted stock unit, subject to the same terms and conditions that were applicable to the original STERIS career restricted stock unit. These New STERIS career restricted stock units are fully vested and will be settled in New STERIS ordinary shares six months after the cessation of the Director's Board service.

Remarks:

	/s/ Dennis P. Patton, Authorized Representative under Power of Attorney	11/02/2015
	** Signature of Reporting Person	Date
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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