0001628280-21-005474.txt : 20210324 0001628280-21-005474.hdr.sgml : 20210324 20210324163920 ACCESSION NUMBER: 0001628280-21-005474 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210322 FILED AS OF DATE: 20210324 DATE AS OF CHANGE: 20210324 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Klaben Matthew J CENTRAL INDEX KEY: 0001369000 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 21768606 MAIL ADDRESS: STREET 1: ONE INFINITY CORPORATE CENTRE DRIVE STREET 2: SUITE 300 CITY: GARFIELD HEIGHTS STATE: OH ZIP: 44125 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sotera Health Co CENTRAL INDEX KEY: 0001822479 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 473531161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9100 SOUTH HILLS BLVD, SUITE 300 CITY: BROADVIEW HEIGHTS STATE: OH ZIP: 44147 BUSINESS PHONE: 440-262-1410 MAIL ADDRESS: STREET 1: 9100 SOUTH HILLS BLVD, SUITE 300 CITY: BROADVIEW HEIGHTS STATE: OH ZIP: 44147 FORMER COMPANY: FORMER CONFORMED NAME: Sotera Health Topco, Inc. DATE OF NAME CHANGE: 20200824 4 1 wf-form4_161661834574085.xml FORM 4 X0306 4 2021-03-22 0 0001822479 Sotera Health Co SHC 0001369000 Klaben Matthew J C/O SOTERA HEALTH COMPANY 9100 SOUTH HILLS BDVD, SUITE 300 BROADVIEW HEIGHTS OH 44147 0 1 0 0 SVP, GC and Secretary Common Stock, $0.01 par value per share ("Common Stock") 2021-03-22 4 S 0 41952 26.1225 D 327286 I By grantor trust Common Stock 31304 D Stock Options 23.0 2030-11-20 Common Stock 134161.0 134161 D On March 22, 2021, Mr. Klaben sold a total of 41,952 shares of Common Stock of Sotera Health Company 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 company's Prospectus 424(b)(4), filed with the United States Securities and Exchange Commission on March 18, 2021. Consists of 196,997 shares of vested Common Stock and 130,289 shares of unvested Common Stock as of March 22, 2021. 36,529 of the unvested shares of Common Stock will vest on a daily basis, pro rata through November 15, 2021. 93,760 of the unvested shares of Common Stock will vest as of the first date on which (i) certain investment funds and entities affiliated with Warburg Pincus LLC and GTCR, LLC (the "Sponsors") have received two and one-half times their invested capital in the company and (ii) the Sponsors' internal rate of return exceeds twenty percent. These securities consist of restricted stock units ("RSUs") that were granted on November 20, 2020, 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. The RSUs vest in four equal installments on each of the first four anniversaries of the date of grant, subject to the Mr. Klaben's continued service through 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 Mr. Klaben's continued service through each such date. The Power of Attorney for Mr. Matthew J. Klaben is filed as an exhibit to the Form 3 filed on November 20, 2020, which is hereby incorporated by reference. /s/ Jessica L. M. H. Epp, Attorney-in-Fact 2021-03-24