FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Avantor, Inc. [ AVTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.01 per share | 06/13/2019 | X | 1,133,920(2)(3) | A | $0.002 | 72,605,349(2)(3) | I | See Footnotes(1)(2)(3)(6) | ||
Common Stock, par value $0.01 per share | 05/26/2020 | S | 13,726,411(4) | D | $15.9(4) | 58,881,710(5) | I | See Footnotes(1)(4)(5)(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants to purchase Common Stock | $0.002 | 06/13/2019 | X | 1,133,920 | (2)(3) | (2)(3) | Common Stock(2)(3) | 1,133,920(2)(3) | $0 | 0 | I | See Footnotes(1)(2)(3)(6) |
Explanation of Responses: |
1. The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a direct subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the 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. |
2. On June 13, 2019, Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("StoneBridge 2017") and StoneBridge 2017 Offshore, L.P. ("StoneBridge 2017 Offshore") 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. |
3. 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, StoneBridge 2017, 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 BSPI (together with the GS Funds, the "GS Entities") owned an aggregate of 72,605,349 shares of Common Stock. |
4. 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 Entities sold in aggregate 13,726,411 shares of Common Stock. Goldman Sachs was one of the underwriters in the Offering. In Table I above, the per share price of $15.9046875 set forth in the Underwriting Agreement has been rounded to the nearest whole cent. |
5. As of May 26, 2020, 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 Opportunity Advisors, L.L.C. ("Bridge Street") is the sole general partner of each of the GS Funds and 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. In addition, Goldman Sachs and GS Group may be deemed to beneficially own 2,772 shares of Common Stock from exempt transactions. |
6. Effective May 7, 2020, the Reporting Person is no longer a member of the Issuer's board of directors. |
Remarks: |
/s/ Jamison Yardley, Attorney-in-fact | 05/28/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |