sn201009106k.htm
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
September 10, 2010
Commission File Number 001-14978
SMITH & NEPHEW plc
(Registrant's name)
15 Adam Street
London, England WC2N 6LA
(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.
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: September 10, 2010
By: /s/ Susan Henderson
-----------------
Susan Henderson
Company Secretary
Smith & Nephew Plc (the "Company")
Employee Share Plans - Announcement of transaction in ordinary shares of US$0.20 each and American Depository Shares (ADSs) representing five ordinary shares of US$0.20 each.
The Company announces that on 9 September 2010 conditional awards were made under the Company's Global Share Plan 2010, 2004 Performance Share Plan and 2004 Executive Share Option Plans to Executive Directors/persons discharging managerial responsibility ("PDMRs") as detailed in the tables below. No consideration is payable for the awards.
1. 2004 PERFORMANCE SHARE PLAN ("PSP")
|
Name
|
Director/PDMR
|
Number of shares subject to award
|
Total Number of Shares over which awards held under the PSP following Notification
|
|
David Illingworth
|
Chief Executive
|
50,166 ADSs
|
686,450 ordinary shares (which includes 103,528 ADSs)
|
|
Adrian Hennah
|
Chief Financial Officer
|
146,408 ordinary shares
|
428,259 ordinary shares
|
Notes:
There are performance conditions attached to the release of awards under the 2004 Performance Share Plan. These awards will vest on 9 September 2013, subject to the achievement of the performance conditions which are measured from 1 January 2010 to 31 December 2012.
2. 2004 EXECUTIVE SHARE OPTION PLAN
|
Name
|
Director/PDMR
|
Number of shares subject to award
|
Option Price
|
Total Number of Shares over which Options held following Notification
|
|
David Illingworth
|
Chief Executive
|
33,223 ADSs
|
$42.35
|
720,757 ordinary shares (including options over 68,798 ADS)
|
|
Adrian Hennah
|
Chief Financial Officer
|
97,605 ordinary shares
|
543p
|
390,493 ordinary shares
|
Notes:
There are performance conditions attached to the release of awards under the 2004 Executive Share Option Plan. These awards will vest, subject to the achievement of the performance conditions, on 9 September 2013. Any options which vest will be exercisable from 9 September 2013 to close of business 8 September 2020.
3. GLOBAL SHARE PLAN 2010
i) OPTIONS
|
Name
|
PDMR
|
Type of award
|
Number of Ordinary shares subject to award
|
Option Price
|
Total Number of Shares over which Options held following Notification
|
|
Mark Augusti
|
PDMR
|
Option
|
55,816
|
538p
|
263,193 ordinary shares (including options over 12,500 ADS)
|
|
John Campo
|
PDMR
|
Option
|
57,616
|
538p
|
204,795 ordinary shares
|
|
Joseph DeVivo
|
PDMR
|
Option
|
61,817
|
538p
|
187,868 ordinary shares
|
|
Michael Frazzette
|
PDMR
|
Option
|
58,816
|
538p
|
205,019 ordinary shares
|
|
R. Gordon Howe
|
PDMR
|
Option
|
47,413
|
538p
|
191,495 ordinary shares (including options over 4,000 ADS)
|
|
Charles Pendle
|
PRMR
|
Option
|
40,000
|
538p
|
110,413 ordinary shares
|
|
Roger Teasdale
|
PDMR
|
Option
|
51,115
|
538p
|
136,562 ordinary shares
|
|
Naseem Amin
|
PDMR
|
Option
|
63,197
|
538p
|
86,291 ordinary shares
|
Notes:
The Options vest in equal annual tranches over three years following the award date and will be exercisable from vesting until close of business on 8 September 2020.
The UK Approved Options will vest three years from the award date and will be exercisable from 9 September 2013 to close of business on 8 September 2020.
ii) PERFORMANCE SHARE AWARDS
|
Name
|
PDMR
|
Number of shares subject to award
|
Total Number of Shares over which awards held under the PSP following Notification
|
|
Naseem Amin
|
PDMR
|
47,397 ordinary shares
|
64,718 ordinary shares
|
|
Mark Augusti
|
PDMR
|
8,399 ADSs
|
22,701 ADSs
|
|
John Campo
|
PDMR
|
8,670 ADSs
|
23,328 ADSs
|
|
Joseph DeVivo
|
PDMR
|
9,302 ADSs
|
24,948 ADSs
|
|
Michael Frazzette
|
PDMR
|
8,851 ADSs
|
23,700 ADSs
|
|
R. Gordon Howe
|
PDMR
|
7,135 ADSs
|
19,238 ADSs
|
|
Roger Teasdale
|
PDMR
|
38,336 ordinary shares
|
83,675 ordinary shares
|
Notes:
There are performance conditions attached to the release of awards under the Performance Share Plan. These awards will vest on 9 September 2013, subject to the achievement of the performance conditions which are measured from 1 January 2010 to 31 December 2012.
1) 1 ADS is equal to 5 Ordinary Shares.
2) The transaction took place in London, UK.
3) This announcement is made in accordance with Disclosure & Transparency Rule 3.1.2.
Contact:
Gemma Parsons
Deputy Company Secretary
Telephone: 020 7401 7646