X0206 3 2017-05-04 0 0001412232 VWR Corp VWR 0001685738 Avantor, Inc. 3477 CORPORATE PARKWAY CENTER VALLEY PA 18034 0 0 1 0 0001706608 New Mountain Partners III Cayman (AIV-B), L.P. C/O NMI III (CAYMAN) GP, LTD. 787 7TH AVENUE, 49TH FLOOR NEW YORK NY 10019 0 0 1 0 0001706609 New Mountain Investments III (Cayman), L.P. C/O NMI III (CAYMAN) GP, LTD. 787 7TH AVENUE, 49TH FLOOR NEW YORK NY 10019 0 0 1 0 0001706611 NMI III (Cayman) GP, Ltd. 787 7TH AVENUE, 49TH FLOOR NEW YORK NY 10019 0 0 1 0 0001018327 KLINSKY STEVEN B C/O NEW MOUNTAIN CAPITAL 787 7TH AVENUE, 49TH FLOOR NEW YORK NY 10019 0 0 1 0 0001706605 Vail Acquisition Corp C/O AVANTOR, INC. 3477 CORPORATE PARKWAY CENTER VALLEY PA 18034 0 0 1 0 Common Stock, par value $0.01 per share 0 I See Footnotes As a result of entering into the Voting Agreement between Avantor, Inc. ("Parent"), Vail Acquisition Corp ("Merger Sub") and Varietal Distribution Holdings, LLC ("VDH"), dated as of May 4, 2017 (the "Voting Agreement"), the Reporting Persons may be deemed to beneficially own, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in excess of 10% of the outstanding common stock, par value $0.01 per share ("Common Stock"), of the Issuer. Pursuant to the Voting Agreement, subject to certain exceptions, VDH agreed to vote, or cause to be voted, its respective shares of Common Stock (representing approximately 34.7% of the outstanding Common Stock), together with any additional shares of Common Stock acquired by VDH after May 4, 2017 (the "Subject Shares"), in favor of adopting the Agreement and Plan of Merger, dated as of May 4, 2017, among the Issuer, Parent and Merger Sub, the Merger, and the other transactions contemplated thereby at the meeting of the stockholders of the Issuer to be held for that purpose. In addition, VDH granted Parent an irrevocable proxy to vote the Subject Shares in the manner contemplated by the Voting Agreement and agreed not to transfer such shares until the Voting Agreement is terminated. As a result, the Reporting Persons are filing this Form 3. Based on representations given by VDH, as of May 4, 2017, VDH beneficially owned 45,750,000 shares of Common Stock. Pursuant to Rule 16a-1(a)(4), the Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by VDH, and the filing of this Form 3 shall not be deemed an admission of beneficial ownership by the Reporting Persons of such securities for purposes of Section 16 of the Exchange Act or for any other purpose. By: /s/ Michael Stubblefield, President and Chief Executive Officer, Avantor, Inc. 2017-05-15 By: /s/ Matthew Holt, President, Vail Acquisition Corp 2017-05-15 By: /s/ Steven B. Klinsky, Director of NMI III (Cayman) GP, Ltd. as GP of New Mountain Investments III (Cayman), L.P. as GP of New Mountain Partners III Cayman (AIV-B), L.P. 2017-05-15 By: /s/ Steven B. Klinsky, Director of NMI III (Cayman) GP, Ltd. as GP of New Mountain Investments III (Cayman), L.P. 2017-05-15 By: /s/ Steven B. Klinsky, Director of NMI III (Cayman) GP, Ltd. 2017-05-15 By: /s/ Steven B. Klinksy 2017-05-15