FORM 6-K 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 ---- April 8, 2002 SMITH & NEPHEW plc (Registrant's name) Heron House 15 Adam Street London, England WCN 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 whether the registrant by furnishing the information contained in this Form 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. -------------- --- Total Pages: 2 8 April 2002 The Secretary London Stock Exchange Company Announcement Office Old Broad Street London EC2N 1HP Dear Sirs, The Company has been informed today that Peter Hooley, a director of Smith & Nephew plc, acquired 90,000 ordinary shares of 12 2/9p each through the exercise of executive share options at an exercise price of 168p per share. 37,242 shares were subsequently sold at 407.75p to fund the subscription cost of the 90,000 share options. Additionally on 5 April 2002, Mrs Marianne Hooley, wife of Peter Hooley, sold 2,500 ordinary shares at 410.6p per share, and today Peter Hooley purchased 2,500 ordinary shares at 409.5p per share. Peter Hooley now has an interest in 111,547 ordinary shares representing 0.012% of the issued ordinary share capital of the Company. Yours faithfully, J.V. Sutton Assistant Company Secretary