X0206 3/A 2020-11-20 2020-11-20 0 0001822479 Sotera Health Co SHC 0000929408 WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001554853 Warburg Pincus (Cayman) XI, L.P. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001554852 Warburg Pincus XI-C, LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001658787 Warburg Pincus Partners II, L.P. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001555729 Warburg Pincus (Bermuda) Private Equity GP Ltd. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 Common Stock, $0.01 par value per share ("Common Stock") 118929897 I See Footnote This Form 3 is being filed in connection with the effectiveness of the Registration Statement on Form 8-A relating to the registration under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of Sotera Health Company (the "Issuer"). Includes 118,929,897 shares of Common Stock received as a liquidating distribution from Sotera Health Topco Parent, L.P. ("Topco Parent"). Warburg Pincus Private Equity XI, L.P., Warburg Pincus XI Partners, L.P., WP XI Partners, L.P., Warburg Pincus Private Equity XI-B, L.P. (collectively, the "WP XI Funds") are the holders of 94,872,693 shares of Common Stock of the Issuer. Warburg Pincus Private Equity XI-C, L.P. ("WP XI-C") is the holder of 304,567 shares of Common Stock of the Issuer. Bull Co-Invest L.P., a Delaware limited partnership ("Bull Co-Invest") is the holder of 23,752,637 shares of Common Stock of the Issuer. Warburg Pincus XI, L.P., a Delaware limited partnership ("WP XI LP"), is the general partner of the WP XI Funds. WP Global LLC ("WP Global"), is the general partner of WP XI LP. Warburg Pincus Partners II, L.P. ("WPP II") is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC") is the general partner of WPP II. Warburg Pincus & Co. ("WP") is the managing member of WPP GP LLC. Warburg Pincus (Cayman) XI, L.P. ("WP Cayman") is the general partner of WP XI-C. Warburg Pincus XI-C, LLC ("Warburg Pincus XI-C") is the general partner of WP Cayman. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole member of Warburg Pincus XI-C. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("Warburg Pincus (Bermuda)") is the general partner of WPP II Cayman. WP Bull Manager, LLC ("WP Bull Manager") is the general partner of Bull Co-Invest. WP is the managing member of WP Bull Manager, LLC. Warburg Pincus LLC ("WP LLC") is the manager of the WP XI Funds and WP XI-C. The WP XI Funds, Bull Co-Invest, WP XI-C, WP XI LP, WP Global, WPP II, WPP GP LLC, WP Cayman, Warburg Pincus XI-C, WPP II Cayman, Warburg Pincus (Bermuda), WP Bull Manager, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities." Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock, if any. The WP XI Funds, WP XI-C, Bull Co-Invest, WP XI LP, WP Global, WPP II, WPP GP LLC, WP, WP Cayman, WPP II Cayman, Warburg Pincus (Bermuda), Warburg Pincus XI-C and WP Bull Manager are directors-by-deputization solely for purposes of Section 16 of the Exchange Act. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity. This amendment on Form 3/A to the Form 3 originally filed on November 20, 2020 (the "Original Form 3") is being filed solely to correct the reporting name of the entity "Warburg Pincus Partners II, L.P." and to correct the reference to Form 2 of 2 below. This amendment does not impact the quantity of the Reporting Person's Table I holdings as reported in the Original Form 3. Form 2 of 2. Two reports are filed that relate to the same transactions. See Form 1 of 2 for additional reporting entities. /s/ Robert B. Knauss, Attorney-in-fact* for Warburg Pincus & Co. 2020-11-20 /s/ Robert B. Knauss, Attorney-in-fact* for Warburg Pincus (Bermuda) Private Equity GP Ltd., the general partner of WPP II Cayman, the sole member of Warburg Pincus XI-C, LLC, the general partner of Warburg Pincus (Cayman) XI, L.P. 2020-11-20 /s/ Robert B. Knauss, Attorney-in-fact* for Warburg Pincus (Bermuda) Private Equity GP Ltd., the general partner of Warburg Pincus Partners II (Cayman), L.P., the sole member of Warburg Pincus XI-C, LLC 2020-11-20 /s/ Robert B. Knauss, Attorney-in-fact* for Warburg Pincus & Co., the managing member of Warburg Pincus Partners GP LLC, the general partner of Warburg Pincus Partners II, L.P. 2020-11-20 /s/ Robert B. Knauss, Attorney-in-fact* for Warburg Pincus (Bermuda) Private Equity GP Ltd. 2020-11-20 /s/ Robert B. Knauss, Managing Director, Warburg Pincus LLC 2020-11-20