sn201503106k.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
 
 
March 10, 2015 
 
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.







 
 

 
 

 
NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND CONNECTED PERSONS
 
SMITH & NEPHEW PLC
 
10 March 2015
 
Smith & Nephew plc announces that it has today been informed of the following transactions by Directors and persons discharging managerial responsibilities ("PDMRs") in relation to conditional awards over shares:
 
 
1.       PERFORMANCE SHARE AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2010
 
 
 Name
Grant date
Director/PDMR
Number of shares subject to award shown at target vesting
Olivier Bohuon
09.03.2015
Director
66,578
Julie Brown
09.03.2015
Director
42,683
Rodrigo Bianchi
09.03.2015
PDMR
20,062
John Campo
09.03.2015
PDMR
17,899
Michael Frazzette
09.03.2015
PDMR
20,511
R. Gordon Howe
09.03.2015
PDMR
15,527
Helen Maye
09.03.2015
PDMR
14,135
Diogo Moreira-Rato
09.03.2015
PDMR
16,641
Cyrille Petit
09.03.2015
PDMR
16,346
Glenn Warner
09.03.2015
PDMR
16,757
 
 
(i)      There are performance conditions attached to the vesting of performance share awards. These awards will vest on 9 March 2018, subject to the achievement of the performance conditions which are measured from 1 January 2015 to 31 December 2017.
 
 
 
(ii)      The numbers of shares subject to the above awards are shown at target vesting.  Should maximum vesting be achieved, participants will receive 2x the number of shares shown above.  Awards will vest on a straight line basis between target and maximum.
 
 
(iii)     Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.
 
 
 
2.       EQUITY INCENTIVE AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2010
 
 
Name
Grant date
Director/PDMR
Number of shares subject to award
Olivier Bohuon
09.03.2015
Director
38,545
Julie Brown
09.03.2015
Director
24,711
Rodrigo Bianchi
09.03.2015
PDMR
23,710
John Campo
09.03.2015
PDMR
16,272
Michael Frazzette
09.03.2015
PDMR
20,511
R. Gordon Howe
09.03.2015
PDMR
14,115
Helen Maye
09.03.2015
PDMR
16,705
Diogo Moreira-Rato
09.03.2015
PDMR
8,825
Cyrille Petit
09.03.2015
PDMR
16,346
Glenn Warner
09.03.2015
PDMR
9,775
 
 
(i)      The 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.
 
 
(ii)      Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.
 
 
 
3.       FINAL VESTING ON 8 MARCH 2015 OF 2012 EQUITY INCENTIVE AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2010:
 
 
Name of Director / PDMR
Number of Ordinary Shares acquired 
Number of Ordinary Shares sold
Total Ordinary Shares / ADS' held following notification
Olivier Bohuon
30,482
(ii)14,362
333,661 Ordinary Shares
John Campo
8,581
(ii) 4,057
85,203 Ordinary Shares (including 21,096 ADS')
Michael Frazzette
10,592
(ii) 3,452
93,138 Ordinary Shares (including 37,120 ADS')
R. Gordon Howe
9,005
9,005
37,085 ADS'
Helen Maye
9,579
(ii) 4,515
97,843 Ordinary Shares
 
 
 
(i)         The awards were granted under the Global Share Plan 2010 on 8 March 2012. One third of the shares vested on 8 March 2013, a further third vested on 8 March 2014 and the final third vested on 8 March 2015.
 
 
(ii)         Ordinary Shares were sold to cover taxation obligations arising on the vesting of the awards.
 
 
 
4.       PARTIAL VESTING ON 7 MARCH 2015 OF 2013 EQUITY INCENTIVE AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2010:
 
 
 
Name of Director / PDMR
Number of Ordinary Shares acquired (iii)
Number of Ordinary Shares sold
Total Ordinary Shares / ADS' held following notification
Olivier Bohuon
28,291
(ii) 13,330
333,661 Ordinary Shares
John Campo
8,926
(ii) 4,222
85,203 Ordinary Shares (including 21,096 ADS')
Michael Frazzette
10,016
(ii)3,266
93,138 Ordinary Shares (including 37,120 ADS')
R. Gordon Howe
7,206
7,206
37,085 ADS'
Helen Maye
8,666
(ii)4,085
97,843 Ordinary Shares
Cyrille Petit
5,327
(ii)2,513
27,810 Ordinary Shares
 
 
 
(i)      The awards were granted under the Global Share Plan 2010 on 7 March 2013. One third of the shares vested on 7 March 2014, a further third vested on 7 March 2015 and the final third will vest on 7 March 2016.
 
 
(ii)     Ordinary Shares were sold to cover taxation obligations arising on the vesting of the awards.
 
 
(iii)    This number includes the dividend equivalent shares which participants receive on vested shares.
 
 
 
5.       PARTIAL VESTING ON 7 MARCH 2015 OF 2014 EQUITY INCENTIVE AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2010:
 
 
 
Name of Director / PDMR
Number of Ordinary Shares acquired (iii)
Number of Ordinary Shares sold
Total Ordinary Shares / ADS' held following notification
Olivier Bohuon
20,865
(ii) 9,832
333,661 Ordinary Shares
Julie Brown
8,961
(ii) 4,227
42,945 Ordinary Shares
Rodrigo Bianchi
3,178
0
24,982 Ordinary Shares
John Campo
6,483
(ii) 3,066
85,203 Ordinary Shares (including 21,096 ADS')
Michael Frazzette
7,430
(ii) 2,422
93,138 Ordinary Shares (including 37,120 ADS')
R. Gordon Howe
5,736
5,736
37,085 ADS'
Helen Maye
6,664
(ii) 3,142
97,843 Ordinary Shares
Cyrille Petit
6,091
(ii) 2,873
27,810 Ordinary Shares
 
 
 
(i)         The awards were granted under the Global Share Plan 2010 on 7 March 2014. One third of the shares vested on 7 March 2015, a further third will vest on 7 March 2016 and the final third will vest on 7 March 2017.
 
 
(ii)         Ordinary Shares were sold to cover taxation obligations arising on the vesting of the awards.
 
 
(iii)        This number includes the dividend equivalent shares which participants receive on vested shares.
 
 
 
6.       VESTING ON 8 MARCH 2015 OF SMITH & NEPHEW GLOBAL SHARE PLAN (PERFORMANCE SHARE AWARDS): 
 
 
 
Name of Director / PDMR
Number of Ordinary Shares acquired
Number of Ordinary Shares sold
Total Ordinary Shares / ADS' held following notification
Olivier Bohuon
152,363
(ii)71,790
333,661 Ordinary Shares
John Campo
32,281
(ii)15,263
85,203 Ordinary Shares (including 21,096 ADS')
Michael Frazzette
36,220
(ii)11,806
93,138 Ordinary Shares (including 37,120 ADS')
R Gordon Howe
26,059
26,059
37,085 ADS'
Helen Maye
27,720
(ii)13,065
97,843 Ordinary Shares
 
 
 
(i)          The awards were granted under the Global Share Plan 2010 on 8 March 2012 and as announced on 9 February 2015, vested at 57% and settled on 9 March 2015.
 
 
(ii)         Ordinary Shares were sold to cover taxation obligations arising on the vesting of the awards.
 
 
Additional Notes:
 
 
 
1.      The Ordinary Shares were released and sold in London, UK.
 
 
2.       The market value of Ordinary Shares acquired and sold on 9 March 2015 was 1128.7948p per Ordinary Share. The closing mid-market price on 9 March 2015 was 1126p per Ordinary Share.
 
 
3.      The percentages of issued share capital acquired, disposed and held following notification are all under 0.01% of the total issued share capital of the Company.
 
 
4.      One ADS is the equivalent of two Ordinary Shares of US$0.20 each.
 
This announcement is made in accordance with the requirements of DTR 3.1.4 R (1)(a)
 
Vickie Grady
Deputy Company Secretary
Smith & Nephew plc
 
Tel: 020 7401 7646
 

 


 
 
 
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, 2015
 
 
By: /s/ Susan Swabey
-----------------
Susan Swabey
Company Secretary