Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 03 2022 - 8:00AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
1934
May 3, 2022
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant's
name)
Building 5, Croxley Park,
Hatters Lane, Watford, Hertfordshire, WD18 8YE,
England
(Address
of registrant's principal executive offices)
[Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.]
Form
20-F
X
Form 40-F
---
---
[Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(1).]
Yes
No X
---
---
[Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(7).]
Yes
No X
---
---
[Indicate
by check mark whether by furnishing the information
contained
in this
Form, the registrant is also thereby furnishing information to
the
Commission
pursuant to Rule 12g3-2 (b) under the Securities Exchange Act
of
1934.]
Yes
No X
---
---
If
"Yes" is marked, indicate below the file number assigned to
the
registrant
in connection with Rule 12g3-2 (b) : 82- n/a.
SMITH & NEPHEW PLC
3 May 2022
NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THE
REQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BY
PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ("PDMR") AND
PERSONS CLOSELY ASSOCIATED WITH THEM.
On 29 April 2022, the following awards of US$0.20 ordinary shares
(the "Shares") in Smith & Nephew plc (the "Company") were
granted under an award agreement to Deepak Nath. The awards have
been made in London and are based on the closing Share price on the
London Stock Exchange on 28 April 2022 of £13.12.
1. BUY-OUT AWARDS GRANTED UNDER
AN AWARD AGREEMENT
As announced on 22 February 2022, Deepak Nath's buy-out awards
are in respect of outstanding incentives he forfeited upon leaving
his former company. All awards have been provided on a
like-for-like basis in terms of the value provided and their
performance and/or vesting periods. There has been no acceleration
of any of the below awards which remain subject to continued
employment, and none of the performance-based awards have been
replaced with a non-performance based award.
i.
The Performance Awards granted are as follows: -
a)
a
Conditional Award over 127,461 Shares with a vesting date of 9
November 2022. The vesting of this award is subject to the
performance conditions applicable to the performance stock award
over Siemens Healthineers AG ("SH") shares granted to the director
by SH on 9 November 2018;
b)
a
Conditional Award over 84,868 Shares with a vesting date of 8
November 2023. The vesting of this award is subject to the
performance conditions applicable to the performance stock award
over SH shares granted to the director by SH on 8 November
2019;
c)
a
Conditional Award over 97,360 Shares with a vesting date of 12
November 2024. The vesting of this award is subject to the
performance conditions applicable to the performance stock award
over SH shares granted to the director by SH on 13 November
2020;
The
total number of the above shares to be granted under the
Performance Awards is 309,689 Shares.
ii.
The Restricted Stock Unit ("RSU") Awards granted are as follows:
-
a)
a
Conditional Award over 8,716 Shares with half of this amount
vesting date on 8 November 2022 and the remaining half vesting on 8
November 2023;
b)
a
Conditional Award over 14,364 Shares with a third of this amount
vesting on 13 November 2022, a further third on 13 November 2023
and the final third on 13 November 2024;
c)
a
Conditional Award over 12,061 Shares with a quarter of this amount
vesting on 8 November 2022, the second quarter vesting on 8
November 2023, the third quarter vesting on 8 November 2024 and the
final quarter vesting on 8 November 2025;
The
total number of shares to be granted under the above RSU Awards is
35,141 Shares.
iii.
The Incentive Awards granted are as follows: -
a)
a
Conditional Award over 26,529 Shares with a vesting date of 15 May
2022;
b)
a
Conditional Award over 70,378 Shares with a vesting date of 23 May
2022;
The
total number of shares to be granted under thee above Incentive
Awards is 96,907 Shares.
The following notification summarises the awards made:
Reason for the notification
|
Initial
notification /Amendment
|
Initial
notification
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
Name
|
Smith
& Nephew plc
|
LEI
|
213800ZTMDN8S67S1H61
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
Description
of the financial instrument, type of instrument
|
Smith & Nephew plc Ordinary Shares of USD 0.20
each
|
Identification
code
|
ISIN:
GB0009223206
|
Nature
of the transaction
|
Buy-out
awards granted on 29 April 2022 under an award
agreement.
|
Date of
Transaction
|
2022 -
04 - 29
|
Place
of Transaction
|
Grants
took place outside a trading venue
|
Name (Position)
|
Director / PDMR
|
Award Classification
|
Price (£)
|
Total Volume
|
Aggregated information
|
Deepak
Nath
(Chief
Executive Officer)
|
Director
|
Performance
Awards
|
13.12
|
309,689
|
N/A
Single Transaction
|
Deepak
Nath
(Chief
Executive Officer)
|
Director
|
RSU
Awards
|
13.12
|
35,141
|
N/A
Single Transaction
|
Deepak
Nath
(Chief
Executive Officer)
|
Director
|
Incentive
Awards
|
13.12
|
96,907
|
N/A
Single Transaction
|
Sarah Carne
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Smith
& Nephew Plc
(Registrant)
Date: May
3, 2022
By: /s/
Helen Barraclough
-----------------
Helen
Barraclough
Company
Secretary
Smith and Nephew (PK) (USOTC:SNNUF)
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