Smith & Nephew PLC 6-K, filed Mar 10, 2020
Smith & Nephew PLC (SNN)
About this 6-K
Smith & Nephew PLC filed this 6-K on March 10, 2020.
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 10, 2020
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
10 March 2020
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 7 March 2020 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.
1. FINAL VESTING ON 7 MARCH 2020 OF 2017 EQUITY INCENTIVE AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2010:
The awards were granted under the Global Share Plan 2010 on 7 March 2017. One third of the Shares vested on 7 March 2018, a further third vested on 7 March 2019 and the final third vested on 7 March 2020. 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 all individuals included in this notification:
| Reason for the notification | ||||
|---|---|---|---|---|
| Initial<br>notification /Amendment | Initial<br>notification | |||
| Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | ||||
| Name | Smith<br>& Nephew plc | |||
| LEI | 213800ZTMDN8S67S1H61 | |||
| Details of the transaction(s): section to be repeated for (i) each<br>type of instrument; (ii) each type of transaction; (iii) each date;<br>and (iv) each place where transactions have been<br>conducted | ||||
| Description<br>of the financial instrument, type of instrument | Smith<br>& Nephew plc Ordinary Shares of USD 0.20 each | |||
| Identification<br>code | ISIN:<br>GB0009223206 | |||
| Nature<br>of the transaction | Final<br>vesting of Equity Incentive Awards granted on 7 March 2017 under<br>the Smith & Nephew Global Share Plan 2010. | |||
| Date of<br>Transaction | 2020 -<br>03 - 09 | |||
| Place<br>of Transaction | London<br>Stock Exchange (XLON) | |||
| Name | Position / Status | Price (s) | Volume(s) | Aggregated information |
| --- | --- | --- | --- | --- |
| Bradley<br>Cannon | PDMR | £15.7622 | 6,581<br>(of which 2,831 were sold and 3,750 retained) | N/A<br>Single Transaction |
| Phil<br>Cowdy | PDMR | £15.7622 | 3,147<br>(of which 1,501 were sold and 1,646 retained) | N/A<br>Single Transaction |
| Elga<br>Lohler | PDMR | £15.7622 | 4,470<br>(of which 1,905 were sold and 2,565 retained) | N/A<br>Single Transaction |
| Catheryn<br>O'Rourke | PDMR | £15.7622 | 3,304<br>(of which 1,174 were sold and 2,130 retained) | N/A<br>Single Transaction |
| Vasant<br>Padmanabhan | PDMR | £15.7622 | 1,990<br>(of which 707 were sold and 1,283 retained) | N/A<br>Single Transaction |
| Susan<br>Swabey | PDMR | £15.7622 | 1,990<br>(of which 949 were sold and 1,041 retained) | N/A<br>Single Transaction |
2. PARTIAL VESTING ON 9 MARCH 2020 OF 2018 EQUITY INCENTIVE AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2010:
The awards were granted under the Global Share Plan 2010 on 7 March 2018. One third of the Shares vested on 7 March 2019, a further third vested on 9 March 2020 and the final third will vest on 7 March 2021. 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 all individuals included in this notification:
| Reason for the notification | ||||
|---|---|---|---|---|
| Initial<br>notification /Amendment | Initial<br>notification | |||
| Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | ||||
| Name | Smith<br>& Nephew plc | |||
| LEI | 213800ZTMDN8S67S1H61 | |||
| Details of the transaction(s): section to be repeated for (i) each<br>type of instrument; (ii) each type of transaction; (iii) each date;<br>and (iv) each place where transactions have been<br>conducted | ||||
| Description<br>of the financial instrument, type of instrument | Smith<br>& Nephew plc Ordinary Shares of USD 0.20 each | |||
| Identification<br>code | ISIN:<br>GB0009223206 | |||
| Nature<br>of the transaction | Partial<br>vesting of Equity Incentive Awards granted on 7 March 2018 under<br>the Smith & Nephew Global Share Plan 2010 | |||
| Date of<br>Transaction | 2020 -<br>03 - 09 | |||
| Place<br>of Transaction | London<br>Stock Exchange (XLON) | |||
| Name | Position / Status | Price (s) | Volume(s) | Aggregated information |
| --- | --- | --- | --- | --- |
| Graham<br>Baker | Chief<br>Executive Officer | £15.7622 | 7,478<br>(of which 3,565 were sold and 3,913 retained) | N/A<br>Single Transaction |
| Bradley<br>Cannon | PDMR | £15.7622 | 5,088<br>(of which 2,289 were sold and 2,799 retained) | N/A<br>Single Transaction |
| Phil<br>Cowdy | PDMR | £15.7622 | 2,999<br>(of which 1,429 were sold and 1,570 retained) | N/A<br>Single Transaction |
| Elga<br>Lohler | PDMR | £15.7622 | 4,262<br>(of which 1,748 were sold and 2,514 retained) | N/A<br>Single Transaction |
| Catheryn<br>O'Rourke | PDMR | £15.7622 | 4,224<br>(of which 1,500 were sold and 2,724 retained) | N/A<br>Single Transaction |
| Vasant<br>Padmanabhan | PDMR | £15.7622 | 4,363<br>(of which 1,549 were sold and 2,814 retained) | N/A<br>Single Transaction |
| Susan<br>Swabey | PDMR | £15.7622 | 1,878<br>(of which 896 were sold and 982 retained) | N/A<br>Single Transaction |
3. PARTIAL VESTING ON 7 MARCH 2020 OF 2019 EQUITY INCENTIVE AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2010:
The awards were granted under the Global Share Plan 2010 on 7 March 2019. One third of the Shares vested on 7 March 2020, a further third will vest on 7 March 2021 and the final third will vest on 7 March 2022. 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 all individuals included in this notification:
| Reason for the notification | ||||
|---|---|---|---|---|
| Initial<br>notification /Amendment | Initial<br>notification | |||
| Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | ||||
| Name | Smith<br>& Nephew plc | |||
| LEI | 213800ZTMDN8S67S1H61 | |||
| Details of the transaction(s): section to be repeated for (i) each<br>type of instrument; (ii) each type of transaction; (iii) each date;<br>and (iv) each place where transactions have been<br>conducted | ||||
| Description<br>of the financial instrument, type of instrument | Smith<br>& Nephew plc Ordinary Shares of USD 0.20 each | |||
| Identification<br>code | ISIN:<br>GB0009223206 | |||
| Nature<br>of the transaction | Partial<br>vesting of Equity Incentive Awards granted on 7 March 2019 under<br>the Smith & Nephew Global Share Plan 2010 | |||
| Date of<br>Transaction | 2020 -<br>03 - 09 | |||
| Place<br>of Transaction | London<br>Stock Exchange (XLON) | |||
| Name | Position / Status | Price (s) | Volume(s) | Aggregated information |
| --- | --- | --- | --- | --- |
| Graham<br>Baker | Chief<br>Executive Officer | £15.7622 | 6,147<br>(of which 2,926 were sold and 3,221 retained) | N/A<br>Single Transaction |
| Bradley<br>Cannon | PDMR | £15.7622 | 4,738<br>(of which 2,128 were sold and 2,610 retained) | N/A<br>Single Transaction |
| Phil<br>Cowdy | PDMR | £15.7622 | 2,363<br>(of which 1,124 were sold and 1,239 retained) | N/A<br>Single Transaction |
| Mark<br>Gladwell | PDMR | £15.7622 | 2,211<br>(of which 1,054 were sold and 1,157 retained) | N/A<br>Single Transaction |
| Melissa<br>Guerdan | PDMR | £15.7622 | 1,879<br>(of which 667 were sold and 1,212 retained) | N/A<br>Single Transaction |
| Skip<br>Kiil | PDMR | £15.7622 | 5,989<br>(of which 2,429 were sold and 3,560 retained) | N/A<br>Single Transaction |
| Elga<br>Lohler | PDMR | £15.7622 | 4,493<br>(of which 1,832 were sold and 2,661 retained) | N/A<br>Single Transaction |
| Catheryn<br>O'Rourke | PDMR | £15.7622 | 4,360<br>(of which 1,544 were sold and 2,816 retained) | N/A<br>Single Transaction |
| Vasant<br>Padmanabhan | PDMR | £15.7622 | 4,063<br>(of which 1,439 were sold and 2,624 retained) | N/A<br>Single Transaction |
| Susan<br>Swabey | PDMR | £15.7622 | 1,657<br>(of which 787 were sold and 870 retained) | N/A<br>Single Transaction |
4. VESTING ON 7 MARCH 2020 OF 2017 PERFORMANCE SHARE AWARDS MADE UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2010:
The awards were granted under the Global Share Plan 2010 on 7 March 2017 and as announced on 7 February 2020, vested at 49% of maximum and settled on 7 March 2020 being the third anniversary of the awards. 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 all individuals included in this notification:
| Reason for the notification | ||||
|---|---|---|---|---|
| Initial<br>notification /Amendment | Initial<br>notification | |||
| Details of the issuer, emission allowance market participant,<br>auction platform, auctioneer or auction monitor | ||||
| Name | Smith<br>& Nephew plc | |||
| LEI | 213800ZTMDN8S67S1H61 | |||
| Details of the transaction(s): section to be repeated for (i) each<br>type of instrument; (ii) each type of transaction; (iii) each date;<br>and (iv) each place where transactions have been<br>conducted | ||||
| Description<br>of the financial instrument, type of instrument | Smith<br>& Nephew plc Ordinary Shares of USD 0.20 each | |||
| Identification<br>code | ISIN:<br>GB0009223206 | |||
| Nature<br>of the transaction | Vesting<br>of Smith & Nephew Global Share Plan 2010 Performance Share<br>Awards granted on 7 March 2017. | |||
| Date of<br>Transaction | 2020 -<br>03 - 09 | |||
| Place<br>of Transaction | London<br>Stock Exchange (XLON) | |||
| Name | Position / Status | Price (s) | Volume(s) | Aggregated information |
| --- | --- | --- | --- | --- |
| Graham<br>Baker | Chief<br>Financial Officer | £15.7622 | 40,613<br>(of which 19,347 were sold and 21,266 retained) | N/A<br>Single Transaction |
| Bradley<br>Cannon | PDMR | £15.7622 | 23,055<br>(of which 9,913 were sold and 13,142 retained) | N/A<br>Single Transaction |
| Phil<br>Cowdy | PDMR | £15.7622 | 8,218<br>(of which 3,915 were sold and 4,303 retained) | N/A<br>Single Transaction |
| Elga<br>Lohler | PDMR | £15.7622 | 13,138<br>(of which 5,597 were sold and 7,541 retained) | N/A<br>Single Transaction |
| Catheryn<br>O'Rourke | PDMR | £15.7622 | 7,765<br>(of which 2,755 were sold and 5,010 retained) | N/A<br>Single Transaction |
| Vasant<br>Padmanabhan | PDMR | £15.7622 | 16,927<br>(of which 6,005 were sold and 10,922 retained) | N/A<br>Single Transaction |
| Susan<br>Swabey | PDMR | £15.7622 | 5,848<br>(of which 2,786 were sold and 3,062 retained) | N/A<br>Single Transaction |
Vickie Reuben
Deputy Company Secretary
Smith & Nephew plc
Tel: 01923 477216
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 10, 2020
By: /s/ Susan Swabey
Susan Swabey
Company Secretary