Charles M. Diker - Jun 2, 2021 Form 4 Insider Report for CANTEL MEDICAL CORP (CMD)

Role: Chairman, Director
Signature: /s/ Charles M. Diker
Stock symbol: CMD
Transactions as of: Jun 2, 2021
Transactions value $: -$278,447,073
Form type: 4
Date filed: 6/2/2021, 05:22 PM
Previous filing: Jun 2, 2021
Next filing: Sep 1, 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Ownership	Footnotes
transaction	CMD	Common Stock, par value $.10 per share	Disposed to Issuer	-$231M	-2.87M	-100%	$80.59	Jun 2, 2021	Direct	F1, F2
transaction	CMD	Common Stock, par value $.10 per share	Disposed to Issuer	-$30.1M	-374K	-100%	$80.59	Jun 2, 2021	By wife	F1, F2
transaction	CMD	Common Stock, par value $.10 per share	Disposed to Issuer	-$15M	-186K	-100%	$80.59	Jun 2, 2021	By custodial accounts for benefit of grandchildren	F1, F2
transaction	CMD	Common Stock, par value $.10 per share	Disposed to Issuer	-$2.37M	-29.4K	-100%	$80.59	Jun 2, 2021	Shares held by Dico Group, Inc.	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Charles M. Diker is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents (i) a portion of shares that, at the effective time of the First Merger (as defined in the Agreement and Plan of Merger, as amended and restated on March 1, 2021 (the "Merger Agreement"), by and among Cantel Medical Corp., a Delaware corporation (the "Company"), STERIS plc, an Irish public limited company ("STERIS"), Solar New US Holding Co, LLC and Crystal Merger Sub 1, LLC) (the "Effective Time"), were converted into the right to receive (i) 0.33787 ordinary shares, par value $0.001 per share, of STERIS (the "Stock Consideration"), and (ii) $16.93 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").
F2	Based on the closing price of ordinary shares of STERIS on June 1, 2021, the last trading day before the Effective Time, the value of the Stock Consideration payable per share of common stock, par value $.10 per share, of the Company ("Company Common Stock") was $63.66, and the value of the Merger Consideration payable per share of Company Common Stock pursuant to the Merger Agreement was $80.59 and (ii) a portion of shares that, at the Effective Time, were converted into STERIS equity awards based on an equity award exchange ratio that is intended to preserve the value of the award immediately before and after the conversion.

Content

Represents (i) a portion of shares that, at the effective time of the First Merger (as defined in the Agreement and Plan of Merger, as amended and restated on March 1, 2021 (the "Merger Agreement"), by and among Cantel Medical Corp., a Delaware corporation (the "Company"), STERIS plc, an Irish public limited company ("STERIS"), Solar New US Holding Co, LLC and Crystal Merger Sub 1, LLC) (the "Effective Time"), were converted into the right to receive (i) 0.33787 ordinary shares, par value $0.001 per share, of STERIS (the "Stock Consideration"), and (ii) $16.93 in cash (the "Cash Consideration" and, together with the Stock Consideration, the "Merger Consideration").

Based on the closing price of ordinary shares of STERIS on June 1, 2021, the last trading day before the Effective Time, the value of the Stock Consideration payable per share of common stock, par value $.10 per share, of the Company ("Company Common Stock") was $63.66, and the value of the Merger Consideration payable per share of Company Common Stock pursuant to the Merger Agreement was $80.59 and (ii) a portion of shares that, at the Effective Time, were converted into STERIS equity awards based on an equity award exchange ratio that is intended to preserve the value of the award immediately before and after the conversion.