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Filing Details

Accession Number:: 0001628280-21-005474
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-24 16:39:20
Reporting Period:: 2021-03-22

Accepted Time:: 2021-03-24 16:39:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1822479	Sotera Health Co	SHC	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1369000	J Matthew Klaben	C/O Sotera Health Company 9100 South Hills Bdvd, Suite 300 Broadview Heights OH 44147	Svp, Gc And Secretary	No	Yes	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, $0.01 Par Value Per Share ("Common Stock")	Disposition	2021-03-22	41,952	$26.12	327,286	No	4	S	Indirect	By grantor trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By grantor trust

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	31,304	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Options	$23.00		2030-11-20	134,161	134,161	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2030-11-20	134,161	134,161	Direct

Footnotes

On March 22, 2021, Mr. Klaben sold a total of 41,952 shares of Common Stock of Sotera Health Company in an underwritten public secondary offering (the "Offering").
Reflects a price equal to the Offering price per share less underwriting discounts and commissions payable thereon, as disclosed in the company's Prospectus 424(b)(4), filed with the United States Securities and Exchange Commission on March 18, 2021.
Consists of 196,997 shares of vested Common Stock and 130,289 shares of unvested Common Stock as of March 22, 2021. 36,529 of the unvested shares of Common Stock will vest on a daily basis, pro rata through November 15, 2021. 93,760 of the unvested shares of Common Stock will vest as of the first date on which (i) certain investment funds and entities affiliated with Warburg Pincus LLC and GTCR, LLC (the "Sponsors") have received two and one-half times their invested capital in the company and (ii) the Sponsors' internal rate of return exceeds twenty percent.
These securities consist of restricted stock units ("RSUs") that were granted on November 20, 2020, pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incentive Plan ("2020 Incentive Plan"). Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. The RSUs vest in four equal installments on each of the first four anniversaries of the date of grant, subject to the Mr. Klaben's continued service through each such date.
These options were granted on November 20, 2020, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in four equal installments on each of the first four anniversaries of the date of grant, subject to Mr. Klaben's continued service through each such date.