REG - Smith & Nephew Plc - Director/PDMR Shareholding
11/03/2022 17:00
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RNS Number : 5626E Smith & Nephew Plc 11 March 2022
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 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 *
(Position) Status
Helen Barraclough 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%
(Group General Counsel)
Bradley Cannon 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%
(President, Orthopaedics, Sports Medicine & ENT and Americas)
Phil Cowdy 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%
(Chief Business Development & Corporate Affairs Officer)
Myra Eskes 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%
(President APAC Region)
Simon Fraser 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%
(President, Advanced Wound Management & Global Commercial Operations)
Elga Lohler 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%
(Chief HR Officer)
Vasant Padmanabhan 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%
(President Research & Development)
Susan Swabey PDMR 12.105 1,716 (of which 810 were sold and 906 retained) N/A Single Transaction 53,168.39347 ordinary shares 0.00601%
(Company Secretary)
* including those held by Persons Closely Associated with the Director/PDMR.
All figures in these columns are stated to 5 decimal places where applicable.
ii. PARTIAL VESTING ON 9 MARCH 2022 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 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 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 *
(Position) Status
Helen Barraclough 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%
(Group General Counsel)
Bradley Cannon 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%
(President, Orthopaedics, Sports Medicine & ENT and Americas)
Peter Coenen 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%
(President EMEA Region)
Phil Cowdy 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%
(Chief Business Development & Corporate Affairs Officer)
Myra Eskes 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%
(President APAC Region)
Simon Fraser 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%
(President, Advanced Wound Management & Global Commercial Operations)
Elga Lohler 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%
(Chief HR Officer)
Vasant Padmanabhan 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%
(President Research & Development)
Susan Swabey 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%
(Company Secretary)
* 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 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 *
(Position) Status
Bradley Cannon 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%
(President, Orthopaedics, Sports Medicine & ENT and Americas)
Phil Cowdy 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%
(Chief Business Development & Corporate Affairs Officer)
Myra Eskes 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%
(President APAC Region)
Simon Fraser 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%
(President, Advanced Wound Management & Global Commercial Operations)
Elga Lohler 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%
(Chief HR Officer)
Vasant Padmanabhan 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%
(President Research & Development)
* 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.
i. DEFERRED BONUS PLAN AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL
SHARE PLAN 2020:
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 Status Price (s) Volume(s) Aggregated information
(Position)
Helen Barraclough PDMR £11.975 5,021 N/A Single Transaction
(Group General Counsel)
Bradley Cannon PDMR £11.975 18,215 N/A Single Transaction
(President, Orthopaedics, Sports Medicine & ENT and Americas)
Peter Coenen PDMR £11.975 7,195 N/A Single Transaction
(President EMEA Region)
Phil Cowdy PDMR £11.975 8,231 N/A Single Transaction
(Chief Business Development & Corporate Affairs Officer)
Myra Eskes PDMR £11.975 11,868 N/A Single Transaction
(President APAC Region)
Simon Fraser PDMR £11.975 17,668 N/A Single Transaction
(President, Advanced Wound Management & Global Commercial Operations)
Mizanu Kebede PDMR £11.975 2,084 N/A Single Transaction
(Chief Quality and Regulatory Affairs Officer)
Elga Lohler PDMR £11.975 11,747 N/A Single Transaction
(Chief HR Officer)
Vasant Padmanabhan PDMR £11.975 9,503 N/A Single Transaction
(President Research & Development)
Susan Swabey PDMR £11.975 3,582 N/A Single Transaction
(Company Secretary)
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.
ii. DEFERRED BONUS PLAN AWARDS GRANTED UNDER THE SMITH & NEPHEW DEFERRED
SHARE BONUS PLAN 2020:
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 Status Price (s) Volume(s) Aggregated information
(Position)
Roland Diggelmann Director £11.975 42,113 N/A Single Transaction
(Chief Executive Officer)
Anne-Françoise Nesmes Director £11.975 24,169 N/A Single Transaction
(Chief Financial Officer)
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 PDMR 12.145 7,286 N/A Single Transaction 47,133.96621 ordinary shares 0.00532%
(Chief Business Development & Corporate Affairs Officer)
* 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
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