UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
March
11, 2025
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant’s
name)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ✓
Form 40-F
__
SMITH & NEPHEW PLC
11 March 2025
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
This announcement is made in accordance with the UK Market Abuse
Regulation (Regulation (EU) 596/2014, as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act
2018).
1. VESTING OF SHARE AWARDS UNDER THE GLOBAL SHARE PLAN
2020
On 11 March 2025, the Company received notification of the
following transactions in US$0.20 ordinary shares (the "Shares") in
Smith & Nephew plc (the "Company") following the vesting of
awards under the Smith & Nephew Global Share Plan
2020.
i. VESTING
OF 2022 PERFORMANCE SHARE PROGRAMME AWARDS MADE UNDER THE SMITH
& NEPHEW GLOBAL SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 20 May
2022, and vested on 9 March 2025 at 59.3% of target for PDMRs who
were members of the Company's Executive Committee on the date of
grant, and 78.1% for other PDMRs appointed to the Executive
Committee subsequent to the date of grant. 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 table below sets out the number of shares under
award which vested. The remaining shares under award have
lapsed.
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
|
Vesting of Smith & Nephew Global Share Plan 2020: Performance
Share Programme awards granted on 20 May 2022, and subsequent sale
of shares to cover tax liability
|
|
Date of Transaction
|
9 March 2025 (vesting) and 10 March 2025 (market sale)
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
11.441599
|
18,951 (of which 8,939 were sold and 10,012 retained)
|
N/A Single Transaction
|
|
Paul Connolly
(President Global Operations)
|
PDMR
|
11.441599
|
23,831 (of which 8,143 were sold and 15,688 retained)
|
N/A Single Transaction
|
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
11.441599
|
20,420 (of which 9,632 were sold and 10,788 retained)
|
N/A Single Transaction
|
|
Craig Gaffin
(President, Global Orthopaedics)
|
PDMR
|
11.441599
|
10,859 (of which 3,232 were sold and 7,627 retained)
|
N/A Single Transaction
|
|
Mizanu Kebede
(Chief Quality & Regulatory Affairs Officer)
|
PDMR
|
11.441599
|
24,368 (of which 9,009 were sold and 15,359 retained)
|
N/A Single Transaction
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
11.441599
|
29,821 (of which 11,866 were sold and 17,955 retained)
|
N/A Single Transaction
|
|
Vasant Padmanabhan
(President Research & Development ENT)
|
PDMR
|
11.441599
|
29,009 (of which 10,772 were sold and 18,237 retained)
|
N/A Single Transaction
|
|
Alison Parkes
(Chief Compliance Officer)
|
PDMR
|
11.441599
|
7,010 (of which 2,854 were sold and 4,156 retained)
|
N/A Single Transaction
|
|
Scott Schaffner
(President Sports Medicine)
|
PDMR
|
11.441599
|
12,909 (of which 4,794 were sold and 8,115 retained)
|
N/A Single Transaction
|
All figures in these columns are stated to 6 decimal places where
applicable.
ii. FINAL
VESTING OF 2022 DEFERRED BONUS SHARE AWARDS MADE UNDER THE GLOBAL
SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 9 March
2022 with vesting in equal tranches on the first, second and third
anniversary of grant. 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
|
Final vesting on 9 March 2025 of Deferred Bonus Share awards,
granted on 9 March 2022 under the Smith & Nephew Global Share
Plan 2020, and subsequent sale of shares to cover tax
liability
|
|
Date of Transaction
|
9 March 2025 (vesting) and 10 March 2025 (market sale)
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
11.441599
|
1,815 (of which 857 were sold and 958 retained)
|
N/A Single Transaction
|
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
11.441599
|
2,976 (of which 1,404 were sold and 1,572 retained)
|
N/A Single Transaction
|
|
Craig Gaffin
(President, Global Orthopaedics)
|
PDMR
|
11.441599
|
896 (of which 267 were sold and 629 retained)
|
N/A Single Transaction
|
|
Mizanu Kebede
(Chief Quality & Regulatory Affairs Officer)
|
PDMR
|
11.441599
|
752 (of which 278 were sold and 474 retained)
|
N/A Single Transaction
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
11.441599
|
4,247 (of which 1,690 were sold and 2,557 retained)
|
N/A Single Transaction
|
|
Vasant Padmanabhan
(President Research & Development ENT)
|
PDMR
|
11.441599
|
3,436 (of which 1,276 were sold and 2,160 retained)
|
N/A Single Transaction
|
|
Scott Schaffner
(President Sports Medicine)
|
PDMR
|
11.441599
|
2,496 (of which 927 were sold and 1,569 retained)
|
N/A Single Transaction
|
All figures in these columns are stated to 6 decimal places where
applicable.
iii. PARTIAL
VESTING OF 2023 DEFERRED BONUS SHARE AWARDS MADE UNDER THE GLOBAL
SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 9 March
2023 with vesting in equal tranches on the first, second and third
anniversary of grant. 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 on 9 March 2025 of Deferred Bonus Share awards,
granted on 9 March 2023 under the Smith & Nephew Global Share
Plan 2020, and subsequent sale of shares to cover tax
liability
|
|
Date of Transaction
|
9 March 2025 (vesting) and 10 March 2025 (market sale)
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
11.441599
|
1,761 (of which 830 were sold and 931 retained)
|
N/A Single Transaction
|
|
Paul Connolly
(President, Global Operations)
|
PDMR
|
11.441599
|
1,995 (of which 682 were sold and 1,313 retained)
|
N/A Single Transaction
|
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
11.441599
|
1,897 (of which 895 were sold and 1,002 retained)
|
N/A Single Transaction
|
|
Craig Gaffin
(President, Global Orthopaedics)
|
PDMR
|
11.441599
|
590 (of which 176 were sold and 414 retained)
|
N/A Single Transaction
|
|
Mizanu Kebede
(Chief Quality & Regulatory Affairs Officer)
|
PDMR
|
11.441599
|
2,040 (of which 755 were sold and 1,285 retained)
|
N/A Single Transaction
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
11.441599
|
2,985 (of which 1,187 were sold and 1,798 retained)
|
N/A Single Transaction
|
|
Vasant Padmanabhan
(President Research & Development ENT)
|
PDMR
|
11.441599
|
2,429 (of which 902 were sold and 1,527 retained)
|
N/A Single Transaction
|
|
Alison Parkes
(Chief Compliance Officer)
|
PDMR
|
11.441599
|
1,055 (of which 476 were sold and 579 retained)
|
N/A Single Transaction
|
|
Scott Schaffner
(President Sports Medicine)
|
PDMR
|
11.441599
|
975 (of which 362 were sold and 613 retained)
|
N/A Single Transaction
|
All figures in these columns are stated to 6 decimal places where
applicable.
iv. PARTIAL
VESTING OF 2024 DEFERRED BONUS SHARE AWARDS MADE UNDER THE GLOBAL
SHARE PLAN 2020:
The awards were granted under the Global Share Plan 2020 on 8 March
2024 with vesting in equal tranches on the first, second and third
anniversary of grant. 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 on 8 March 2025 of Deferred Bonus Share awards,
granted on 8 March 2024 under the Smith & Nephew Global Share
Plan 2020, and subsequent sale of shares to cover tax
liability
|
|
Date of Transaction
|
8 March 2025 (vesting) and 10 March 2025 (market sale)
|
|
Place of Transaction
|
London Stock Exchange (XLON)
|
|
Name
(Position)
|
Status
|
Price (£)
|
Volume
|
Aggregated information
|
|
Helen Barraclough
(Group General Counsel and Company Secretary)
|
PDMR
|
11.441599
|
3,208 (of which 1,513 were sold and 1,695 retained.)
|
N/A Single Transaction
|
|
Paul Connolly
(President, Global Operations)
|
PDMR
|
11.441599
|
3,373 (of which 1,153 were sold and 2,220 retained.)
|
N/A Single Transaction
|
|
Phil Cowdy
(Chief Corporate Development and Corporate Affairs
Officer)
|
PDMR
|
11.441599
|
3,456 (of which 1,630 were sold and 1,826 retained.)
|
N/A Single Transaction
|
|
Craig Gaffin
(President, Global Orthopaedics)
|
PDMR
|
11.441599
|
1,908 (of which 567 were sold and 1,341 retained.)
|
N/A Single Transaction
|
|
Rohit Kashyap (President, Advanced Wound Management and Global
Commercial Operations)
|
PDMR
|
11.441599
|
3,778 (of which 1,125 were sold and 2,653 retained)
|
N/A Single Transaction
|
|
Mizanu Kebede
(Chief Quality & Regulatory Affairs Officer)
|
PDMR
|
11.441599
|
3,880 (of which 1,434 were sold and 2,446 retained.)
|
N/A Single Transaction
|
|
Elga Lohler
(Chief HR Officer)
|
PDMR
|
11.441599
|
4,839 (of which 1,927 were sold and 2,912 retained.)
|
N/A Single Transaction
|
|
Vasant Padmanabhan
(President Research & Development ENT)
|
PDMR
|
11.441599
|
4,868 (of which 1,808 were sold and 3,060 retained.)
|
N/A Single Transaction
|
|
Alison Parkes
(Chief Compliance Officer)
|
PDMR
|
11.441599
|
1,875 (of which 885 were sold and 990 retained.)
|
N/A Single Transaction
|
|
Scott Schaffner
(President Sports Medicine)
|
PDMR
|
11.441599
|
6,046 (of which 2,245 were sold and 3,801 retained.)
|
N/A Single Transaction
|
All figures in these columns are stated to 6 decimal places where
applicable.
Philip Horner
Group Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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.
|
|
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|
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Smith & Nephew plc
|
|
|
|
(Registrant)
|
|
|
|
|
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Date:
March 11, 2025
|
By:
|
/s/
Helen Barraclough
|
|
|
|
Helen
Barraclough
|
|
|
|
Company
Secretary
|