Statement of Changes in Beneficial Ownership (4)
August 26 2020 - 4:34PM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Breeden Richard C |
2. Issuer Name and Ticker or Trading Symbol
STERIS plc
[
STE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O 70 SIR JOHN ROGERSON'S QUAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/24/2020 |
(Street)
DUBLIN, L2 2
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary Shares | 8/24/2020 | | S | | 19747 | D | $152.45 (1) | 52495 | I | See Footnotes Below (2)(3) |
Ordinary Shares | 8/24/2020 | | S | | 4307 | D | $153.33 (4) | 48188 | I | See Footnotes Below (2)(3) |
Ordinary Shares | 8/24/2020 | | S | | 946 | D | $154.32 (5) | 47242 | I | See Footnotes Below (2)(3) |
Ordinary Shares | 8/25/2020 | | S | | 19494 | D | $154.36 (6) | 27748 | I | See Footnotes Below (2)(3) |
Ordinary Shares | 8/25/2020 | | S | | 506 | D | $154.94 (7) | 27242 | I | See Footnotes Below (2)(3) |
Ordinary Shares | | | | | | | | 31681 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | Price reflects a weighted average sale price for multiple transactions ranging from $151.885 to $152.86 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(2) | Richard C. Breeden is the managing member of Breeden Capital Partners LLC, and 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 ordinary shares owned by the Fund and its General Partner, and may be deemed to have beneficial ownership of all such shares. |
(4) | Price reflects a weighted average sale price for multiple transactions ranging from $152.94 to $153.91 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(5) | Price reflects a weighted average sale price for multiple transactions ranging from $154.12 to $154.56 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(6) | Price reflects a weighted average sale price for multiple transactions ranging from $153.83 to $154.785 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
(7) | Price reflects a weighted average sale price for multiple transactions ranging from $154.86 to $155.055 per share, inclusive. The Reporting Person undertakes to provide, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Breeden Richard C C/O 70 SIR JOHN ROGERSON'S QUAY DUBLIN, L2 2 | X |
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Signatures
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/s/ Ronald E. Snyder, Authorized Representative under Power of Attorney | | 8/26/2020 |
**Signature of Reporting Person | Date |
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