Smith & Nephew PLC 6-K, filed Mar 11, 2022
Smith & Nephew PLC (SNN)
6-K
2022-03-11
For: 2022-03-11
View Original
Added on
April 07, 2026
About this 6-K
Smith & Nephew PLC filed this 6-K on March 11, 2022.
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
March 11, 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
11 March 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.
1. VESTING OF SHARE AWARDS UNDER THE GLOBAL SHARE PLAN
2010 AND 2020
On 9 March 2022, the following awards of US$0.20 ordinary shares
(the "Shares") in Smith & Nephew plc (the "Company") vested
under the Smith & Nephew Global Share Plan 2010 and
2020.
i. PARTIAL VESTING ON 9 MARCH 2022 OF
2020 EQUITY INCENTIVE PROGRAMME AWARDS MADE UNDER THE GLOBAL SHARE
PLAN 2010:
The awards were granted under the Global Share Plan 2010 on 9 March
2020. One third of the Shares vested on 9 March 2021, a further
third vested on 9 March 2022 and the final third will vest on 9
March 2023. A number of Shares were sold to cover taxation
obligations arising on the vesting of the awards. The number of
Shares acquired includes the dividend equivalent Shares which
participants receive on vested Shares.
The following relates to individuals included in the below
notification:
|
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
|
Partial vesting of Equity Incentive Programme awards granted on 9
March 2020 under the Smith & Nephew Global Share Plan
2010.
|
|
Date of Transaction
|
2022 - 03 - 09
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Total Ordinary Share Holding following the transaction
*
|
Total Ordinary Share Holding as a % of the Company's ISC following
the transaction *
|
|
Helen Barraclough
(Group General Counsel)
|
PDMR
|
12.105
|
2,372 (of which 1,119 were sold and 1,253 retained)
|
N/A Single Transaction
|
21,613.75378 ordinary shares
|
0.00244%
|
|
Bradley Cannon
(President, Orthopaedics, Sports Medicine & ENT and
Americas)
|
PDMR
|
12.105
|
5,713 (of which 1,934 were sold and 3,779 retained)
|
N/A Single Transaction
|
90,693.17832 ordinary shares (including 2,718.50860 in
ADS')
|
0.01025%
|
|
Phil Cowdy
(Chief Business Development & Corporate Affairs
Officer)
|
PDMR
|
12.105
|
3,823 (of which 1,803 were sold and 2,020 retained)
|
N/A Single Transaction
|
49,153.96621 ordinary shares
|
0.00555%
|
|
Myra Eskes
(President APAC Region)
|
PDMR
|
12.105
|
2,980 (of which 0 were sold and 2,980 retained)
|
N/A Single Transaction
|
5,908.68131 ordinary shares
|
0.00067%
|
|
Simon Fraser
(President, Advanced Wound Management & Global Commercial
Operations)
|
PDMR
|
12.105
|
3,802 (of which 1,131 were sold and 2,671 retained)
|
N/A Single Transaction
|
18,104.59428 ordinary shares
|
0.00205%
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
12.105
|
5,105 (of which 2,011 were sold and 3,094 retained)
|
N/A Single Transaction
|
116,837.00000 ordinary shares (including 3,015.00 in ADS')
|
0.01320%
|
|
Vasant Padmanabhan
(President Research & Development)
|
PDMR
|
12.105
|
4,945 (of which 1,837 were sold and 3,108 retained)
|
N/A Single Transaction
|
74,561.00000 ordinary shares
|
0.00842%
|
|
Susan Swabey
(Company Secretary)
|
PDMR
|
12.105
|
1,716 (of which 810 were sold and 906 retained)
|
N/A Single Transaction
|
53,168.39347 ordinary shares
|
0.00601%
|
* including those held by Persons Closely Associated with the
Director/PDMR. All figures in these columns are stated to 5 decimal
places where applicable.
The awards were granted under the Global Share Plan 2020 on 9 March
2021. One third of the Shares vested on 9 March 2022, a further
third will vest on 9 March 2023 and the final third will vest on 9
March 2024. A number of Shares were sold to cover taxation
obligations arising on the vesting of the awards. The number of
Shares acquired includes the dividend equivalent Shares which
participants receive on vested Shares.
The following relates to individuals included in the below
notification:
|
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
|
Partial vesting of Equity Incentive Programme awards granted on 9
March 2021 under the Smith & Nephew Global Share Plan
2020.
|
|
Date of Transaction
|
2022 - 03 - 09
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Total Ordinary Share Holding following the transaction
*
|
Total Ordinary Share Holding as a % of the Company's ISC following
the transaction *
|
|
Helen Barraclough
(Group General Counsel)
|
PDMR
|
12.105
|
2,932 (of which 1,383 were sold and 1,549 retained)
|
N/A Single Transaction
|
23,162.75378 ordinary shares
|
0.00262%
|
|
Bradley Cannon
(President, Orthopaedics, Sports Medicine & ENT and
Americas)
|
PDMR
|
12.105
|
6,692 (of which 2,267 were sold and 4,425 retained)
|
N/A Single Transaction
|
95,118.17832 ordinary shares (including 2,718.50860 in
ADS')
|
0.01074%
|
|
Peter Coenen
(President EMEA Region)
|
PDMR
|
12.105
|
1,673 (of which 477 were sold and 1,196 retained)
|
N/A Single Transaction
|
1,196.00000 ordinary shares
|
0.00014%
|
|
Phil Cowdy
(Chief Business Development & Corporate Affairs
Officer)
|
PDMR
|
12.105
|
5,366 (of which 2,531 were sold and 2,835 retained)
|
N/A Single Transaction
|
51,988.966.21 ordinary shares
|
0.00587%
|
|
Myra Eskes
(President APAC Region)
|
PDMR
|
12.105
|
5,839 (of which 0 were sold and 5,839 retained)
|
N/A Single Transaction
|
11,747.68131 ordinary shares
|
0.00133%
|
|
Simon Fraser
(President, Advanced Wound Management & Global Commercial
Operations)
|
PDMR
|
12.105
|
4,851 (of which 1,444 were sold and 3,407 retained)
|
N/A Single Transaction
|
21,511.59428 ordinary shares
|
0.00243%
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
12.105
|
5,980 (of which 2,351 were sold and 3,629 retained)
|
N/A Single Transaction
|
120,466.00000 ordinary shares (including 3,015.00000 in
ADS')
|
0.01361%
|
|
Vasant Padmanabhan
(President Research & Development)
|
PDMR
|
12.105
|
4,958 (of which 1,840 were sold and 3,118 retained)
|
N/A Single Transaction
|
77,679.00000 ordinary shares
|
0.00877%
|
|
Susan Swabey
(Company Secretary)
|
PDMR
|
12.105
|
2,358 (of which 1,112 were sold and 1,246 retained)
|
N/A Single Transaction
|
54,414.39347 ordinary shares
|
0.00615%
|
* including those held by Persons Closely Associated with the
Director/PDMR. All figures in these columns are stated to 5 decimal
places where applicable.
iii. PARTIAL VESTING ON 9 MARCH 2022 OF CONDITIONAL
SHARE AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2010:
The awards were granted under the Global Share Plan 2010 on 9 March
2020. One third of the shares vested on 9 March 2021, a further
third vested on 9 March 2022 and the final third will vest on 9
March 2023. A number of Shares were sold to cover taxation
obligations arising on the vesting of the awards.
The following relates to individuals included in the below
notification:
|
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
|
Partial vesting of a Conditional Share Award granted on 9 March
2020 under the Smith & Nephew Global Share Plan
2010.
|
|
Date of Transaction
|
2022 - 03 - 09
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
Total Ordinary Share Holding following the transaction
*
|
Total Ordinary Share Holding as a % of the Company's ISC following
the transaction *
|
|
Bradley Cannon
(President, Orthopaedics, Sports Medicine & ENT and
Americas)
|
PDMR
|
12.105
|
6,546 (of which 2,218 were sold and 4,328 retained)
|
N/A Single Transaction
|
99,446.17832 ordinary shares (including 2,718.50860 in
ADS')
|
0.01123%
|
|
Phil Cowdy
(Chief Business Development & Corporate Affairs
Officer)
|
PDMR
|
12.105
|
4,603 (of which 2,172 were sold and 2,431 retained)
|
N/A Single Transaction
|
54,419.96621 ordinary shares
|
0.00615%
|
|
Myra Eskes
(President APAC Region)
|
PDMR
|
12.105
|
6,594 (of which 0 were sold and 6,594 retained)
|
N/A Single Transaction
|
18,341.68131 ordinary shares
|
0.00207%
|
|
Simon Fraser
(President, Advanced Wound Management & Global Commercial
Operations)
|
PDMR
|
12.105
|
5,608 (of which 1,669 were sold and 3,939 retained)
|
N/A Single Transaction
|
25,450.59428 ordinary shares
|
0.00288%
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
12.105
|
5,849 (of which 2,305 were sold and 3,544 retained)
|
N/A Single Transaction
|
124,010.00000 ordinary shares (including 3,015.00000 in
ADS')
|
0.01401%
|
|
Vasant Padmanabhan
(President Research & Development)
|
PDMR
|
12.105
|
5,610 (of which 2,083 were sold and 3,527 retained)
|
N/A Single Transaction
|
81,206.00000 ordinary shares
|
0.00917%
|
* including those held by Persons Closely Associated with the
Director/PDMR. All figures in these columns are stated to 5 decimal
places where applicable.
2. AWARDS MADE UNDER THE GLOBAL SHARE PLAN
2020
On 9 March 2022 the following awards of US$0.20 ordinary shares
(the "Shares") in Smith & Nephew plc (the "Company") were
granted under the Smith & Nephew Global Share Plan 2020. The
awards have been made in London and are based on the closing Share
price on the London Stock Exchange on 8 March 2022 of
£11.975.
A portion of the annual bonus earned by the following PDMRs for
performance during the year to 31 December 2021 has been deferred
into a share award. These awards will normally vest in equal annual
tranches over three years following the award date, subject to
continued achievement of objectives and employment. In the event
that objectives are not met in any of the three years, the portion
of shares due to vest on the following anniversary will lapse.
Participants will receive an additional number of shares equivalent
to the amount of dividend payable per vested share during the
relevant performance period.
The following relates to individuals included in the below
notification:
|
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
|
Deferred Bonus Plan awards granted on 9 March 2022 under the Smith
& Nephew Global Share Plan 2020.
|
|
Date of Transaction
|
2022 - 03 - 09
|
|
Place of Transaction
|
Grant took place outside a trading venue
|
|
Name
(Position)
|
Status
|
Price (s)
|
Volume(s)
|
Aggregated information
|
|
Helen Barraclough
(Group General Counsel)
|
PDMR
|
£11.975
|
5,021
|
N/A Single Transaction
|
|
Bradley Cannon
(President, Orthopaedics, Sports Medicine & ENT and
Americas)
|
PDMR
|
£11.975
|
18,215
|
N/A Single Transaction
|
|
Peter Coenen
(President EMEA Region)
|
PDMR
|
£11.975
|
7,195
|
N/A Single Transaction
|
|
Phil Cowdy
(Chief Business Development & Corporate Affairs
Officer)
|
PDMR
|
£11.975
|
8,231
|
N/A Single Transaction
|
|
Myra Eskes
(President APAC Region)
|
PDMR
|
£11.975
|
11,868
|
N/A Single Transaction
|
|
Simon Fraser
(President, Advanced Wound Management & Global Commercial
Operations)
|
PDMR
|
£11.975
|
17,668
|
N/A Single Transaction
|
|
Mizanu Kebede
(Chief Quality and Regulatory Affairs Officer)
|
PDMR
|
£11.975
|
2,084
|
N/A Single Transaction
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
£11.975
|
11,747
|
N/A Single Transaction
|
|
Vasant Padmanabhan
(President Research & Development)
|
PDMR
|
£11.975
|
9,503
|
N/A Single Transaction
|
|
Susan Swabey
(Company Secretary)
|
PDMR
|
£11.975
|
3,582
|
N/A Single Transaction
|
3. AWARDS MADE UNDER THE DEFERRED SHARE BONUS PLAN
2020
On 9 March 2022 the following awards of US$0.20 ordinary shares
(the "Shares") in Smith & Nephew plc (the "Company") were
granted under the Smith & Nephew Deferred Share Bonus Plan
2020. The awards have been made in London and are based on the
closing Share price on the London Stock Exchange on 8 March 2022 of
£11.975.
A portion of the annual bonus earned by the following Executive
Directors for performance during the year to 31 December 2021 has
been deferred into a share award. These awards will vest on 9 March
2025 for the Executive Directors, subject to continued achievement
of objectives and employment. The participants will be required to
hold the shares after tax, for a further period of two years to 9
March 2027. Participants will receive an additional number of
shares equivalent to the amount of dividend payable per vested
share during the relevant performance period.
The following relates to individuals included in the below
notification:
|
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
|
Deferred Bonus Plan awards granted on 9 March 2022 under the Smith
& Nephew Deferred Share Bonus Plan 2020.
|
|
Date of Transaction
|
2022 - 03 - 09
|
|
Place of Transaction
|
Grant took place outside a trading venue
|
|
Name
(Position)
|
Status
|
Price (s)
|
Volume(s)
|
Aggregated information
|
|
Roland Diggelmann
(Chief Executive Officer)
|
Director
|
£11.975
|
42,113
|
N/A Single Transaction
|
|
Anne-Françoise Nesmes
(Chief Financial Officer)
|
Director
|
£11.975
|
24,169
|
N/A Single Transaction
|
4. PHIL COWDY - SALE OF ORDINARY
SHARES
|
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
|
Sale of ordinary shares.
|
|
Date of Transaction
|
2022 - 03 - 10
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name (Position)
|
Director / PDMR
|
Price (£)
|
Volume
|
Aggregated information
|
Total Ordinary Share Holding following the transaction
*
|
Total Ordinary Share Holding as a % of the Company's ISC following
the transaction *
|
|
Phil Cowdy
(Chief Business Development
& Corporate Affairs Officer)
|
PDMR
|
12.145
|
7,286
|
N/A Single Transaction
|
47,133.96621 ordinary shares
|
0.00532%
|
* including those held by Persons Closely Associated with the
Director/PDMR. All figures in these columns are stated to 5 decimal
places where applicable.
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: March
11, 2022
By: /s/
Susan Swabey
-----------------
Susan
Swabey
Company
Secretary