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
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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 BREEDEN CAPITAL MANAGEMENT LLC
100 NORTHFIELD STREET

(Street)
GREENWICH CT 06830

(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)
08/08/2013
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)
Code V Amount (A) or (D) Price
Common Shares, No Par Value 83,329 I See footnotes(1)(2)
Common Shares, No Par Value 25,295 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Common Shares $43.92 08/08/2013 A 4,657(3) (4) 08/08/2023 Common Shares, No Par Value 4,657 $0 20,482(5) D
Career Restricted Stock Units (6) 08/08/2013 A 3,016(7) (8) (8) Common Shares, No Par Value 3,016 $0 3,016 D
Explanation of Responses:
1. Richard C. Breeden is the managing member of Breeden Capital Partners LLC and the 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").
2. 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 (the "Common Stock") owned by the Fund; however, he disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3. On August 8, 2013, the Issuer granted 4,657 stock options to Mr. Breeden as compensation for services rendered as a director of the Issuer. Pursuant to the governing documents of the Fund, any economic interests realized with respect to these stock options will be distributed to the Fund.
4. The stock options reported herein are fully vested immediately.
5. Includes previously granted stock options with different terms of exercisability. Pursuant to the governing documents of the Fund, any economic interests realized with respect to these stock options will be distributed to the Fund.
6. Each Career Restricted Stock Unit represents the right to receive one share of Common Stock six months after the cessation of Mr. Breeden's service as a director of the Issuer.
7. On August 8, 2013, the Issuer granted 3,016 Career Restricted Stock Units of the Issuer to Mr. Breeden as compensation for services rendered as a director of the Issuer. Pursuant to the governing documents of the Fund, any economic interests realized with respect to these Career Restricted Stock Units will be distributed to the Fund.
8. Each Career Restricted Stock Unit is fully vested immediately and will be settled in shares of Common Stock six months after the cessation of Mr. Breeden's service as a director of the Issuer.
Remarks:
/s/ Richard C. Breeden 08/12/2013
** 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).
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