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