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Filing Details

Accession Number:: 0000950170-24-026347
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-05 17:35:07
Reporting Period:: 2024-03-02

Accepted Time:: 2024-03-05 17:35:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1822479	Sotera Health Co	SHC	Services-Misc Health & Allied Services, Nec (8090)	473531161

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1832387	Jr. B. Michael Petras	C/O Sotera Health Company 9100 South Hills Blvd, Suite 300 Broadview Heights OH 44147	Chairman & Ceo	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, $0.01 Par Value Per Share ("Common Stock")	Disposition	2024-03-02	27,990	$14.56	447,163	No	4	F	Direct
Common Stock, $0.01 Par Value Per Share ("Common Stock")	Disposition	2024-03-02	21,574	$14.56	425,589	No	4	F	Direct
Common Stock, $0.01 Par Value Per Share ("Common Stock")	Acquisiton	2024-03-04	274,160	$0.00	699,749	No	4	A	Direct
Common Stock, $0.01 Par Value Per Share ("Common Stock")	Disposition	2024-03-04	1,003,870	$14.31	5,453,580	No	4	S	Indirect	By Grantor Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	F	Direct
No	4	F	Direct
No	4	A	Direct
No	4	S	Indirect	By Grantor Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Options	Acquisiton	2024-03-04	544,509	$0.00	544,509	$14.59

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
544,509		2034-03-04	No	4	A	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Stock Options	$17.59	2033-03-06	404,094	404,094	Direct
Common Stock	Stock Options	$6.37	2032-11-07	2,108,356	2,108,356	Direct
Common Stock	Stock Options	$20.03	2032-03-02	478,932	478,932	Direct
Common Stock	Stock Options	$23.00	2030-11-20	1,118,012	1,118,012	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2033-03-06	404,094	404,094	Direct
2032-11-07	2,108,356	2,108,356	Direct
2032-03-02	478,932	478,932	Direct
2030-11-20	1,118,012	1,118,012	Direct

Footnotes

These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 62,406 Restricted Stock Units ("RSUs"), which represents 33% of the RSU award granted to the Reporting Person on March 2, 2022. This award was granted 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.
These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 71,063 RSUs, which represents 33% of the RSU award granted to the Reporting Person on March 6, 2023. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions.
These securities consist of RSUs that were granted on March 4, 2024, pursuant to the terms of an RSU agreement under the 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 annually in three equal installments commencing March 2, 2025.
These securities consist of 543,910 RSUs and 155,839 shares of Common Stock.
On March 4, 2024, the Reporting Person sold a total of 1,003,870 shares of Common Stock of the Issuer 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 Issuer's Prospectus 424(b)(7), filed with the United States Securities and Exchange Commission on February 29, 2024.
These options were granted on March 4, 2024, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest annually in three equal installments commencing March 2, 2025, subject to vesting conditions.
No transaction is being reported on this line. Reported on a previously filed Form 4.
These options were granted on March 6, 2023, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest annually in three equal installments commencing March 2, 2024, subject to vesting conditions.
These options were granted on November 7, 2022, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in three installments, as follows: 30%, 30%, and 40% of the options vest on each of the 12-month, 18-month, and 24-month anniversaries, respectively, of the date of grant, subject to the Reporting Person's continued service through each such date.
These options were granted on March 2, 2022, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in three equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.
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 vesting conditions.