SEC Form 4
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Natauri Jo

(Last) (First) (Middle)


(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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, par value $0.01 per share 08/21/2020 S 15,397,005(2) D $19.5065 43,483,708(3) I See Footnotes(1)(2)(3)(4)
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
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 her 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. Pursuant to an underwriting agreement, dated August 19, 2020, and in connection with the registered public offering of shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") pursuant to the prospectus, dated as of August 19, 2020 and filed with the U.S. Securities and Exchange Commission on August 21, 2020 pursuant to Rule 424(b)(7) under the Securities Act, which offering was consummated on August 21, 2020 (the "Offering"), Broad Street Principal Investments, L.L.C. ("BSPI") sold 15,397,005 shares of Common Stock. Goldman Sachs was one of the underwriters in the Offering.
3. As of August 21, 2020, after giving effect to the sale made in connection with the Offering, Goldman Sachs and GS Group may be deemed to beneficially own indirectly 43,481,933 shares of Common Stock by reason of direct beneficial ownership of such shares by StoneBridge 2017, L.P., StoneBridge 2017 Offshore, L.P., VWR Partners, L.P., StoneBridge 2018, L.P., StoneBridge 2018 Offshore, L.P. (together, the "GS Funds") and BSPI. 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 1,775 shares of Common Stock from exempt transactions.
4. The Reporting Person is currently analyzing additional trading activity in Avantor, Inc.'s equity securities and expects to file another Form 4 as promptly as reasonably practicable once that analysis is complete.
/s/ Jamison Yardley, Attorney-in-fact 08/25/2020
** 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.