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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Breeden Richard C

(Last)

(First)

(Middle)

C/O 5960 HEISLEY ROAD

(Street)

MENTOR

44060

(City)

(State)

(Zip)

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
	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)
Common Shares, No Par Value	11/02/2015		D		22,195	D	⁽¹⁾	0	D
Common Shares, No Par Value	11/02/2015		D		72,242	D	⁽¹⁾	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 (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)	$34.17	11/02/2015		D			2,744	⁽⁴⁾	07/31/2018	Common Shares, No Par Value	2,744	⁽⁴⁾	0	D
Director Stock Option (right to buy)	$28.08	11/02/2015		D			3,609	⁽⁵⁾	07/31/2019	Common Shares, No Par Value	3,609	⁽⁵⁾	0	D
Director Stock Option (right to buy)	$32.34	11/02/2015		D			3,133	⁽⁶⁾	08/04/2020	Common Shares, No Par Value	3,133	⁽⁶⁾	0	D
Director Stock Option (right to buy)	$31.61	11/02/2015		D			3,121	⁽⁷⁾	08/03/2021	Common Shares, No Par Value	3,121	⁽⁷⁾	0	D
Director Stock Option (right to buy)	$32.36	11/02/2015		D			3,218	⁽⁸⁾	08/03/2022	Common Shares, No Par Value	3,218	⁽⁸⁾	0	D
Director Stock Option (right to buy)	$43.92	11/02/2015		D			4,657	⁽⁹⁾	08/08/2023	Common Shares, No Par Value	4,657	⁽⁹⁾	0	D
Director Stock Option (right to buy)	$51.53	11/02/2015		D			4,584	⁽¹⁰⁾	08/06/2024	Common Shares, No Par Value	4,584	⁽¹⁰⁾	0	D
Director Stock Option (right to buy)	$64.05	11/02/2015		D			4,110	⁽¹¹⁾	08/31/2025	Common Shares, No Par Value	4,110	⁽¹¹⁾	0	D
Career Restricted Stock Units	⁽¹²⁾	11/02/2015		D			7,655	⁽¹²⁾	⁽¹²⁾	Common Shares, No Par Value	7,655	$0.00	0	D

Explanation of Responses:

1. 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.

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 shares of common stock of the Issuer 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 New STERIS in the Merger and converted to an option to purchase 2,744 ordinary shares of New STERIS for $34.17 per share, subject to the same terms and conditions that were applicable to the original STERIS option.

5. This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,609 ordinary shares of New STERIS for $28.08 per share, subject to the same terms and conditions that were applicable to the original STERIS option.

6. This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,133 ordinary shares of New STERIS for $32.34 per share, subject to the same terms and conditions that were applicable to the original STERIS option.

7. This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,121 ordinary shares of New STERIS for $31.61 per share, subject to the same terms and conditions that were applicable to the original STERIS option.

8. This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 3,218 ordinary shares of New STERIS for $32.36 per share, subject to the same terms and conditions that were applicable to the original STERIS option.

9. This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 4,657 ordinary shares of New STERIS for $43.92 per share, subject to the same terms and conditions that were applicable to the original STERIS option.

10. This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 4,584 ordinary shares of New STERIS for $51.53 per share, subject to the same terms and conditions that were applicable to the original STERIS option.

11. This option is fully vested. This option was assumed by New STERIS in the Merger and converted to an option to purchase 4,110 ordinary shares of New STERIS for $64.05 per share, subject to the same terms and conditions that were applicable to the original STERIS option.

12. 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.