SEC Form 4
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*
New Mountain Investments III, LLC

(Last) (First) (Middle)
C/O NEW MOUNTAIN CAPITAL
787 7TH AVENUE, 49TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Avantor, Inc. [ AVTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 05/26/2020 S 20,886,424 D $15.9047(1) 89,591,565 I See Footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
New Mountain Investments III, LLC

(Last) (First) (Middle)
C/O NEW MOUNTAIN CAPITAL
787 7TH AVENUE, 49TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Mountain Partners III LP

(Last) (First) (Middle)
C/O NEW MOUNTAIN CAPITAL
787 7TH AVENUE, 49TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Mountain Capital, L.L.C.

(Last) (First) (Middle)
C/O NEW MOUNTAIN CAPITAL
787 7TH AVENUE, 49TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Mountain Capital Group, L.P.

(Last) (First) (Middle)
C/O NEW MOUNTAIN CAPITAL
787 7TH AVENUE, 49TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NM Holdings GP, L.L.C.

(Last) (First) (Middle)
C/O NEW MOUNTAIN CAPITAL
787 7TH AVENUE, 49TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KLINSKY STEVEN B

(Last) (First) (Middle)
C/O NEW MOUNTAIN CAPITAL
787 7TH AVENUE, 49TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. This amount represents the $16.25 sale price per share of the Common Stock of the Issuer, less the underwriting discount of $0.3453125 per share.
2. These securities are directly held by New Mountain Partners III, L.P. The general partner of New Mountain Partners III, L.P. is New Mountain Investments III, L.L.C. and the manager of New Mountain Partners III, L.P. is New Mountain Capital, L.L.C. Steven B. Klinsky is the managing member of New Mountain Investments III, L.L.C. The managing member of New Mountain Capital, L.L.C. is New Mountain Capital Group, L.P. The general partner of New Mountain Capital Group, L.P. is NM Holdings GP, L.L.C. Steven B. Klinsky is the managing member of NM Holdings GP, L.L.C. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Remarks:
NEW MOUNTAIN PARTNERS III, L.P., By: New Mountain Investments III, L.L.C., its general partner, By: /s/ Steven B. Klinsky, Name: Steven B. Klinsky, Title: Managing Member 05/28/2020
NEW MOUNTAIN INVESTMENTS III, L.L.C., By: /s/ Steven B. Klinsky, Name: Steven B. Klinsky, Title: Managing Member 05/28/2020
NEW MOUNTAIN CAPITAL, L.L.C., By: New Mountain Capital Group, L.P., its managing member, By: NM Holdings GP, L.L.C., its general partner, By: /s/ Steven B. Klinsky, Name: Steven B. Klinsky, Title: Managing Member 05/28/2020
NEW MOUNTAIN CAPITAL GROUP, L.P., By: NM Holdings GP, L.L.C., its general partner, By: /s/ Steven B. Klinsky, Name: Steven B. Klinsky, Title: Managing Member 05/28/2020
NM HOLDINGS GP, L.L.C., By: /s/ Steven B. Klinsky, Name: Steven B. Klinsky, Title: Managing Member 05/28/2020
/s/ Steven B. Klinsky 05/28/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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