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Filing Details

Accession Number:: 0000769993-20-000245
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-05-28 17:26:06
Reporting Period:: 2019-06-13

Accepted Time:: 2020-05-28 17:26:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1722482	Avantor Inc.	AVTR	()	NY

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
769993	Goldman Sachs & Co. Llc	200 West Street New York NY 10282	No	No	No	No
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282	No	No	No	No
1575993	Broad Street Principal Investments, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1615636	Bridge Street Opportunity Advisors, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1698770	Stonebridge 2017 Offshore, L.p.	200 West Street New York NY 10282-2198	No	No	No	No
1698772	Stonebridge 2017, L.p.	200 West Street New York NY 10282-2198	No	No	No	No
1708241	Vwr Partners, L.p.	200 West Street New York NY 10282	No	No	No	No
1729502	Stonebridge 2018, L.p.	200 West Street New York NY 10282	No	No	No	No
1729503	Stonebridge 2018 Offshore, L.p.	200 West Street New York NY 10282	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Acquisiton	2019-06-13	1,133,920	$0.00	72,605,349	No	4	X	Indirect	See Footnotes
Common Stock, Par Value $0.01 Per Share	Disposition	2020-05-26	13,726,411	$15.90	58,881,710	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	X	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants to purchase Common Stock	Disposition	2019-06-13	1,133,920	$0.00	1,133,920	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	X	Indirect

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("StoneBridge 2017"), StoneBridge 2017 Offshore, L.P. ("StoneBridge 2017 Offshore"), VWR Partners, L.P. ("VWR"), StoneBridge 2018, L.P. ("StoneBridge 2018"), StoneBridge 2018 Offshore, L.P. ("StoneBridge 2018 Offshore" and, together with StoneBridge 2017, StoneBridge 2017 Offshore, VWR and StoneBridge 2018, the "GS Funds") and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street"). GS Group, Goldman Sachs, BSPI, the GS Funds and Bridge Street are defined collectively as the "Reporting Persons".
On June 13, 2019, the Reporting Persons exercised an aggregate of 1,133,920 warrants to acquire shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock") on a one-for-one basis. Specifically, (i) 1,080,595 warrants were exercised by BSPI; (ii) 36,475 warrants were exercised by StoneBridge 2017; and (iii) 16,850 warrants were exercised by StoneBridge 2017 Offshore.
The terms of the warrants are set forth in the warrant certificate, a form of which was filed on May 3, 2019 as Exhibit 10.12 to the Issuer's registration statement on Form S-1. After giving effect to the exercise of the warrants, prior to the Offering described below, (i) BSPI owned directly 31,943,095 shares of Common Stock, (ii) StoneBridge 2017 owned directly 842,500 shares of Common Stock, (iii) StoneBridge 2017 Offshore owned directly 389,396 shares of Common Stock, (iv) VWR owned directly 35,769,643 shares of Common Stock, (v) StoneBridge 2018 owned directly 2,576,838 shares of Common Stock and (vi) StoneBridge 2018 Offshore owned directly 1,083,877 shares of Common Stock.
Pursuant to an underwriting agreement, dated May 20, 2020 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock pursuant to the final prospectus dated May 20, 2020, which offering was consummated on May 26, 2020 (the "Offering"), the GS Funds and BSPI (together, the "GS Entities") sold in aggregate 13,726,411 shares of Common Stock, consisting of (i) 6,039,005 shares of Common Stock sold by BSPI, (ii) 159,279 shares of Common Stock sold by StoneBridge 2017, (iii) 73,617 shares of Common Stock sold by StoneBridge 2017 Offshore, (iv) 6,762,434 shares of Common Stock sold by VWR, (v) 487,164 shares of Common Stock sold by StoneBridge 2018 and (vi) 204,912 shares of Common Stock sold by StoneBridge 2018 Offshore.
Goldman Sachs was one of the underwriters in the Offering. In Table I above, the per share sale price of $15.9046875 set forth in the Underwriting Agreement has been rounded to the nearest whole cent.
As of May 26, 2020, after giving effect to the sales made in connection with the Offering, (i) BSPI owns directly 25,904,090 shares of Common Stock, (ii) StoneBridge 2017 owns directly 683,221 shares of Common Stock, (iii) StoneBridge 2017 Offshore owns directly 315,779 shares of Common Stock, (iv) VWR owns directly 29,007,209 shares of Common Stock, (v) StoneBridge 2018 owns directly 2,089,674 shares of Common Stock and (vi) StoneBridge 2018 Offshore owns directly 878,965 shares of Common Stock.
Bridge Street is the sole general partner of each of the GS Funds and may be deemed to beneficially own indirectly 32,974,848 shares of Common Stock by reason of direct beneficial ownership of such shares by the GS Funds.
Goldman Sachs and GS Group may be deemed to beneficially own indirectly 58,878,938 shares of Common Stock by reason of direct beneficial ownership of such shares by the GS Entities. Bridge Street, the sole general partner of each of the GS Funds, is an indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the manager of BSPI and Bridge Street, and the investment manager of each of the GS Funds. Goldman Sachs is a direct subsidiary of GS Group. In addition, Goldman Sachs and GS Group may be deemed to beneficially own 2,772 shares of Common Stock from exempt transactions.
Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.