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Filing Details

Accession Number:: 0000950170-24-026450
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-03-05 18:06:07
Reporting Period:: 2024-03-02

Accepted Time:: 2024-03-05 18:06:07
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
1599220	P Michael Rutz	C/O Sotera Health Company 9100 South Hills Blvd, Suite 300 Broadview Heights OH 44147	President Of Sterigenics	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
Common Stock, $0.01 Par Value Per Share ("Common Stock")	Disposition	2024-03-02	2,438	$14.56	596,311	No	4	F	Direct
Common Stock, $0.01 Par Value Per Share ("Common Stock")	Disposition	2024-03-02	3,063	$14.56	593,248	No	4	F	Direct
Common Stock, $0.01 Par Value Per Share ("Common Stock")	Acquisiton	2024-03-04	34,270	$0.00	627,518	No	4	A	Direct
Common Stock, $0.01 Par Value Per Share ("Common Stock")	Disposition	2024-03-04	83,109	$14.31	544,409	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	F	Direct
No	4	F	Direct
No	4	A	Direct
No	4	S	Direct

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	68,063	$0.00	68,063	$14.59

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
68,063		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	53,879	53,879	Direct
Common Stock	Stock Options	$20.03	2032-03-02	63,857	63,857	Direct
Common Stock	Stock Options	$23.00	2030-11-20	111,801	111,801	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2033-03-06	53,879	53,879	Direct
2032-03-02	63,857	63,857	Direct
2030-11-20	111,801	111,801	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 8,320 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 9,475 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.
On March 4, 2024, the Reporting Person sold a total of 83,109 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 securities consist of 68,063 RSUs and 476,346 shares of Common Stock. 339,030 of the shares of Common Stock are vested, and 137,316 shares of Common Stock remain subject to vesting conditions. Shares of unvested Common Stock will vest on a daily basis, pro rata through May 13, 2025 (the five year anniversary of the date of grant).
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 in annually in three equal installments commencing March 2, 2024, 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 the Reporting Person's continued service thourgh 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 the Reporting Person's continued service through each such date.