sn201109086k.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 8, 2011 
 
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 8, 2011
 
 
By: /s/ Susan Henderson
-----------------
Susan Henderson
Company Secretary
 

 
 
 


 

 
08 September 2011
 
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 7 September 2011 conditional awards and options were granted under the Smith & Nephew 2004 Performance Share Plan and the Smith & Nephew 2004 Executive Share Option Plan to Executive Directors and under the Smith & Nephew Global Share Plan 2010 to 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
       
Olivier Bohuon
Chief Executive Officer
227,547 ordinary shares
227,547 ordinary shares
Adrian Hennah
Chief Financial Officer
143,327 ordinary shares
451,008 ordinary shares

Notes:
 
There are performance conditions attached to the vesting of awards under the 2004 Performance Share Plan. These awards will vest on 7 September 2014, subject to the achievement of the performance conditions which are measured from 1 January 2011 to 31 December 2013.
 
 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
Olivier Bohuon
Chief Executive Officer
151,698 ordinary shares
607p
151,698 ordinary shares
Adrian Hennah
Chief Financial Officer
95,551 ordinary shares
607p
427,362 ordinary shares
 
Notes:
 
1) 
There are performance conditions attached to the vesting of options under the 2004 Executive Share Option Plan. These options will vest, subject to the achievement of the performance conditions, on 7 September 2014. Any options which vest will be exercisable from 7 September 2014 to close of business 6 September 2021.
 
2)
4,942 of the options granted to Olivier Bohuon are UK Approved options and have therefore been granted under the Smith & Nephew Global Share Plan 2010.The UK Approved options are subject to the same performance conditions as the remainder of the grant.
 
 
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
Naseem Amin
PDMR
Option
59,031
599p
145,322 ordinary shares
Mark Augusti
PDMR
Option
49,964
599p
293,157 ordinary shares (including options over 8,500 ADSs)
John Campo
PDMR
Option
52,577
599p
257,372 ordinary shares
Michael Frazzette
PDMR
Option
58,993
599p
264,012 ordinary shares
R. Gordon Howe
PDMR
Option
42,443
599p
213,938 ordinary shares
G. Kelvin Johnson
PDMR
Option
45,024
599p
160,847 ordinary shares
Helen Maye
PDMR
Option
45,909
599p
45,909 ordinary shares
Roger Teasdale
PDMR
Option
50,083
599p
187,035 ordinary shares

Notes:
 
1)   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 6 September 2021.
 
2)
5,008 of the options granted to Helen Maye are UK Approved options and have therefore been granted under the Smith & Nephew Global Share Plan 2010. The UK Approved Options will vest three years from the award date and will be exercisable from 7 September 2014 to close of business on 6 September 2021.
 
 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
44,273 ordinary shares
108,991 ordinary shares
Mark Augusti
 
PDMR
7,441 ADSs
24,431 ADSs
John Campo
 
PDMR
7,830 ADSs
25,317 ADSs
Michael Frazzette
 
PDMR
17,573 ADSs
35,432 ADSs
R. Gordon Howe
 
PDMR
6,321 ADSs
20,757 ADSs
G. Kelvin Johnson
PDMR
33,768 ordinary shares
85,855 ordinary shares
Helen Maye
PDMR
34,432 ordinary shares
34,432 ordinary shares
Roger Teasdale
PDMR
37,562 ordinary shares
111,127 ordinary shares
 
Notes:
 
There are performance conditions attached to the release of awards under the Performance Share Plan. These awards will vest on 7 September 2014, subject to the achievement of the performance conditions which are measured from 1 January 2011 to 31 December 2013.
 
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 3.1.4 (1) (a)
 
8 September 2011
 
Contact:
Gemma Parsons
Deputy Company Secretary
 
Telephone: +44 (0)20 7401 7646