0001209191-19-021596.txt : 20190328
0001209191-19-021596.hdr.sgml : 20190328
20190328145646
ACCESSION NUMBER: 0001209191-19-021596
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190328
FILED AS OF DATE: 20190328
DATE AS OF CHANGE: 20190328
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Breeden Richard C
CENTRAL INDEX KEY: 0001300622
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38848
FILM NUMBER: 19711530
MAIL ADDRESS:
STREET 1: 100 SOUTH WACKER
STREET 2: SUITE 1800
CITY: CHICAGO
STATE: IL
ZIP: 60606
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: STERIS Ltd
CENTRAL INDEX KEY: 0001757898
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 0331
BUSINESS ADDRESS:
STREET 1: 70 SIR JOHN ROGERSON'S QUAY
CITY: DUBLIN
STATE: L2
ZIP: 2
BUSINESS PHONE: 35312322454
MAIL ADDRESS:
STREET 1: 70 SIR JOHN ROGERSON'S QUAY
CITY: DUBLIN
STATE: L2
ZIP: 2
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-03-28
0
0001757898
STERIS Ltd
STE
0001300622
Breeden Richard C
C/O 70 SIR JOHN ROGERSON'S QUAY
DUBLIN
L2
2
IRELAND
1
0
0
0
Ordinary Shares
2019-03-28
4
A
0
28548
A
28548
D
Ordinary Shares
2019-03-28
4
A
0
72242
A
72242
I
See Footnote Below.
Director Stock Option (right to buy)
32.34
2019-03-28
4
A
0
3133
A
2020-08-04
Ordinary Shares
3133
3133
D
Director Stock Option (right to buy)
31.61
2019-03-28
4
A
0
3121
A
2021-08-03
Ordinary Shares
3121
3121
D
Director Stock Option (right to buy)
32.36
2019-03-28
4
A
0
3218
A
2022-08-03
Ordinary Shares
3218
3218
D
Director Stock Option (right to buy)
43.92
2019-03-28
4
A
0
4657
A
2023-08-08
Ordinary Shares
4657
4657
D
Director Stock Option (right to buy)
51.53
2019-03-28
4
A
0
4584
A
2024-08-06
Ordinary Shares
4584
4584
D
Director Stock Option (right to buy)
64.05
2019-03-28
4
A
0
4110
A
2025-08-31
Ordinary Shares
4110
4110
D
Director Stock Option (right to buy)
71.40
2019-03-28
4
A
0
3781
A
2026-08-10
Ordinary Shares
3781
3781
D
Director Stock Option (right to buy)
86.23
2019-03-28
4
A
0
4058
A
2027-08-09
Ordinary Shares
4058
4058
D
Director Stock Option (right to buy)
114.74
2019-03-28
4
A
0
3495
A
2028-08-09
Ordinary Shares
3495
3495
D
Career Restricted Stock Units
2019-03-28
4
A
0
12716
0.00
A
Ordinary Shares
12716
12716
D
Represents ordinary shares of STERIS plc, a public limited company organized under the laws of Ireland ("STERIS") received by the reporting person pursuant to a court-approved scheme of arrangement under English law (the "Scheme"). In connection with the Scheme, the reporting person received shares of STERIS in an amount equal to the number of the reporting person's cancelled shares of STERIS plc, a public limited company organized under the laws of England and Wales ("Old STERIS"). The reporting person's STERIS shares are 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.
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").
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 ordinary shares owned by the Fund and its General Partner, and may be deemed to have beneficial ownership of all such shares.
This option to purchase 3,133 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,133 Old STERIS ordinary shares for $32.34 per share, subject to the same terms and conditions as the original Old STERIS stock option.
This option to purchase 3,121 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,121 Old STERIS ordinary shares for $31.61 per share, subject to the same terms and conditions as the original Old STERIS stock option.
This option to purchase 3,218 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,218 Old STERIS ordinary shares for $32.36 per share, subject to the same terms and conditions as the original Old STERIS stock option.
This option to purchase 4,657 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 4,657 Old STERIS ordinary shares for $43.92 per share, subject to the same terms and conditions as the original Old STERIS stock option.
This option to purchase 4,584 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 4,584 Old STERIS ordinary shares for $51.53 per share, subject to the same terms and conditions as the original Old STERIS stock option.
This option to purchase 4,110 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 4,110 Old STERIS ordinary shares for $64.05 per share, subject to the same terms and conditions as the original Old STERIS stock option.
This option to purchase 3,781 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,781 Old STERIS ordinary shares for $71.40 per share, subject to the same terms and conditions as the original Old STERIS stock option.
This option to purchase 4,058 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 4,058 Old STERIS ordinary shares for $86.23 per share, subject to the same terms and conditions as the original Old STERIS stock option.
This option to purchase 3,495 STERIS ordinary shares, which is fully vested, was received under the Scheme in exchange for an option to purchase 3,495 Old STERIS ordinary shares for $114.74 per share, subject to the same terms and conditions as the original Old STERIS stock option.
These career restricted stock units were assumed by STERIS pursuant to the Scheme and converted to career restricted stock units of STERIS representing the right to receive 12,716 STERIS ordinary shares. These career restricted stock units are fully vested and will be settled in STERIS ordinary shares six months after the cessation of the reporting person's board service, subject to the terms and conditions of the award agreement.
/s/ Ronald E. Snyder, Authorized Representative under Power of Attorney
2019-03-28