Smith & Nephew PLC 6-K, filed Mar 13, 2024
Smith & Nephew PLC (SNN)
6-K
2024-03-13
For: 2024-03-13
View Original
Added on
April 07, 2026
About this 6-K
Smith & Nephew PLC filed this 6-K on March 13, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
March
13, 2024
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant’s
name)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F a
Form 40-F
__
SMITH & NEPHEW PLC
13 March 2024
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
2020
On 13 March 2024, the Company received notification of the
following transactions in US$0.20 ordinary shares (the "Shares") in
Smith & Nephew plc (the "Company") following the vesting of
awards under the Smith & Nephew Global Share Plan
2020.
i. VESTING
OF 2021 PERFORMANCE SHARE PROGRAMME AWARDS MADE UNDER THE SMITH
& NEPHEW GLOBAL SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 21 May
2021, and vested on 11 March 2024 at 21% of target for those
employees who were members of the Company's Executive Committee
when the award was granted and at 33.58% for all other senior
employees who received an award. 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 table
below sets out the number of shares under award which vested.
The remaining shares under award have lapsed.
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
|
Vesting of Smith & Nephew Global Share Plan 2020: Performance
Share Programme awards granted on 21 May 2021, and subsequent sale
of shares to cover tax liability
|
|
Date of Transaction
|
2024 - 03 - 11 (vesting) and 2024 - 03 - 12 (market
sale)
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
|
Helen Barraclough1
(Group General Counsel and Company Secretary)
|
PDMR
|
11.079467
|
2,443 (of which 1,154 were sold and 1,289 retained.)
|
N/A Single Transaction
|
|
Bradley Cannon2
(President, Orthopaedics & Americas)
|
PDMR
|
11.079467
|
12,852 (of which 4,416 were sold and 8,436 retained.)
|
N/A Single Transaction
|
|
Phil Cowdy2
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
11.079467
|
5,736 (of which 2,707 were sold and 3,029 retained.)
|
N/A Single Transaction
|
|
Craig Gaffin1
President, Global Orthopaedics
|
PDMR
|
11.079467
|
2,067 (of which 616 were sold and 1,451 retained.)
|
N/A Single Transaction
|
|
Elga Lohler2
(Chief HR Officer)
|
PDMR
|
11.079467
|
7,308 (of which 2,891 were sold and 4,417 retained.)
|
N/A Single Transaction
|
|
Vasant Padmanabhan2
(President Research & Development ENT)
|
PDMR
|
11.079467
|
7,161 (of which 2,875 were sold and 4,286 retained.)
|
N/A Single Transaction
|
|
Scott Schaffner1
(President Sports Medicine)
|
PDMR
|
11.079467
|
3,733 (of which 1,112 were sold and 2,621 retained.)
|
N/A Single Transaction
|
1Award vested at
33.58%
2Award vested at
21.00%
All figures in these columns are stated to 6 decimal places where
applicable.
ii. FINAL VESTING
OF 2021 EQUITY INCENTIVE PROGRAMME AWARDS MADE UNDER THE GLOBAL
SHARE PLAN 2020:
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 vested on 9 March 2023 and the final third vested on 11 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
|
Final vesting on 11 March 2024 of Equity Incentive Programme awards
granted on 9 March 2021 under the Smith & Nephew Global Share
Plan 2020, and subsequent sale of shares to cover tax
liability
|
|
Date of Transaction
|
2024 - 03 - 11 (vesting) and 2024 - 03 - 12 (market
sale)
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
11.079467
|
3,105 (of which 1,465 were sold and 1,640 retained.)
|
N/A Single Transaction
|
|
Bradley Cannon
(President, Orthopaedics & Americas)
|
PDMR
|
11.079467
|
7,082 (of which 2,432 were sold and 4,650 retained.)
|
N/A Single Transaction
|
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
11.079467
|
5,679 (of which 2,679 were sold and 3,000 retained.)
|
N/A Single Transaction
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
11.079467
|
6,328 (of which 2,502 were sold and 3,826 retained.)
|
N/A Single Transaction
|
|
Vasant Padmanabhan
(President Research & Development ENT)
|
PDMR
|
11.079467
|
5,246 (of which 2,106 were sold and 3,140 retained.)
|
N/A Single Transaction
|
|
Scott Schaffner
(President Sports Medicine)
|
PDMR
|
11.079467
|
3,562 (of which 1,060 were sold and 2,502 retained.)
|
N/A Single Transaction
|
All figures in these columns are stated to 6 decimal places where
applicable.
iii. PARTIAL
VESTING OF 2022 DEFERRED BONUS SHARE AWARDS MADE UNDER THE GLOBAL
SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 9 March
2022. One third of the Shares vested on 9 March 2023, a further
third vested on 11 March 2024 and the final third will vest on 10
March 2025. 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 on 11 March 2024 of Deferred Bonus Share awards,
granted on 9 March 2022 under the Smith & Nephew Global Share
Plan 2020, and subsequent sale of shares to cover tax
liability
|
|
Date of Transaction
|
2024 - 03 - 11 (vesting) and 2024 - 03 - 12 (market
sale)
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
11.079467
|
1,769 (of which 834 were sold and 935 retained.)
|
N/A Single Transaction
|
|
Bradley Cannon
(President, Orthopaedics & Americas)
|
PDMR
|
11.079467
|
6,418 (of which 2,205 were sold and 4,213 retained.)
|
N/A Single Transaction
|
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
11.079467
|
2,900 (of which 1,368 were sold and 1,532 retained.)
|
N/A Single Transaction
|
|
Craig Gaffin
President, Global Orthopaedics
|
PDMR
|
11.079467
|
873 (of which 260 were sold and 613 retained.)
|
N/A Single Transaction
|
|
Mizanu Kebede
(Chief Quality & Regulatory Affairs Officer)
|
PDMR
|
11.079467
|
734 (of which 273 were sold and 461 retained.)
|
N/A Single Transaction
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
11.079467
|
4,139 (of which 1,637 were sold and 2,502 retained.)
|
N/A Single Transaction
|
|
Vasant Padmanabhan
(President Research & Development ENT)
|
PDMR
|
11.079467
|
3,348 (of which 1,344 were sold and 2,004 retained.)
|
N/A Single Transaction
|
|
Scott Schaffner
(President Sports Medicine)
|
PDMR
|
11.079467
|
2,433 (of which 724 were sold and 1,709 retained.)
|
N/A Single Transaction
|
All figures in these columns are stated to 6 decimal places where
applicable.
iv. PARTIAL
VESTING OF 2023 DEFERRED BONUS SHARE AWARDS MADE UNDER THE GLOBAL
SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 9 March
2023. One third of the Shares vested on 11 March 2024, a further
third will vest on 10 March 2025 and the final third will vest on 9
March 2026. 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 on 11 March 2024 of Deferred Bonus Share awards,
granted on 9 March 2023 under the Smith & Nephew Global Share
Plan 2020, and subsequent sale of shares to cover tax
liability
|
|
Date of Transaction
|
2024 - 03 - 11 (vesting) and 2024 - 03 - 12 (market
sale)
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
11.079467
|
1,714 (of which 809 were sold and 905 retained.)
|
N/A Single Transaction
|
|
Bradley Cannon
(President, Orthopaedics & Americas)
|
PDMR
|
11.079467
|
2,818 (of which 968 were sold and 1,850 retained.)
|
N/A Single Transaction
|
|
Paul Connolly
(President, Global Operations)
|
PDMR
|
11.079467
|
1,943 (of which 662 were sold and 1,281 retained.)
|
N/A Single Transaction
|
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
11.079467
|
1,847 (of which 871 were sold and 976 retained.)
|
N/A Single Transaction
|
|
Craig Gaffin
President, Global Orthopaedics
|
PDMR
|
11.079467
|
574 (of which 171 were sold and 403 retained.)
|
N/A Single Transaction
|
|
Mizanu Kebede
(Chief Quality & Regulatory Affairs Officer)
|
PDMR
|
11.079467
|
1,987 (of which 738 were sold and 1,249 retained.)
|
N/A Single Transaction
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
11.079467
|
2,907 (of which 1,149 were sold and 1,758 retained.)
|
N/A Single Transaction
|
|
Vasant Padmanabhan
(President Research & Development ENT)
|
PDMR
|
11.079467
|
2,365 (of which 949 were sold and 1,416 retained.)
|
N/A Single Transaction
|
|
Alison Parkes
(Chief Compliance Officer)
|
PDMR
|
11.079467
|
1,028 (of which 486 were sold and 542 retained.)
|
N/A Single Transaction
|
|
Scott Schaffner
(President Sports Medicine)
|
PDMR
|
11.079467
|
949 (of which 283 were sold and 666 retained.)
|
N/A Single Transaction
|
All figures in these columns are stated to 6 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 13, 2024
|
By:
|
/s/
Helen Barraclough
|
|
|
|
Helen
Barraclough
|
|
|
|
Company
Secretary
|