0000950170-24-026347.txt : 20240305 0000950170-24-026347.hdr.sgml : 20240305 20240305173507 ACCESSION NUMBER: 0000950170-24-026347 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240302 FILED AS OF DATE: 20240305 DATE AS OF CHANGE: 20240305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Petras Michael B. Jr. CENTRAL INDEX KEY: 0001832387 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 24722621 MAIL ADDRESS: STREET 1: 9100 SOUTH HILLS BLVD STREET 2: SUITE 300 CITY: BROADVIEW HEIGHTS STATE: OH ZIP: 44147 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sotera Health Co CENTRAL INDEX KEY: 0001822479 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] ORGANIZATION NAME: 08 Industrial Applications and Services 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 ownership.xml 4 X0508 4 2024-03-02 0001822479 Sotera Health Co SHC 0001832387 Petras Michael B. Jr. C/O SOTERA HEALTH COMPANY 9100 SOUTH HILLS BLVD, SUITE 300 BROADVIEW HEIGHTS OH 44147 false true false false Chairman & CEO false Common Stock, $0.01 par value per share ("Common Stock") 2024-03-02 4 F false 27990 14.56 D 447163 D Common Stock, $0.01 par value per share ("Common Stock") 2024-03-02 4 F false 21574 14.56 D 425589 D Common Stock, $0.01 par value per share ("Common Stock") 2024-03-04 4 A false 274160 0 A 699749 D Common Stock, $0.01 par value per share ("Common Stock") 2024-03-04 4 S false 1003870 14.3075 D 5453580 I By Grantor Trust Stock Options 14.59 2024-03-04 4 A false 544509 0 A 2034-03-04 Common Stock 544509 544509 D Stock Options 17.59 2033-03-06 Common Stock 404094 404094 D Stock Options 6.37 2032-11-07 Common Stock 2108356 2108356 D Stock Options 20.03 2032-03-02 Common Stock 478932 478932 D Stock Options 23 2030-11-20 Common Stock 1118012 1118012 D These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 62,406 Restricted Stock Units ("RSUs"), which represents 33% of the RSU award granted to the Reporting Person on March 2, 2022. This award was granted 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. These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 71,063 RSUs, which represents 33% of the RSU award granted to the Reporting Person on March 6, 2023. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. These securities consist of RSUs that were granted on March 4, 2024, pursuant to the terms of an RSU agreement under the 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 annually in three equal installments commencing March 2, 2025. These securities consist of 543,910 RSUs and 155,839 shares of Common Stock. On March 4, 2024, the Reporting Person sold a total of 1,003,870 shares of Common Stock of the Issuer 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 Issuer's Prospectus 424(b)(7), filed with the United States Securities and Exchange Commission on February 29, 2024. These options were granted on March 4, 2024, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest annually in three equal installments commencing March 2, 2025, subject to vesting conditions. No transaction is being reported on this line. Reported on a previously filed Form 4. These options were granted on March 6, 2023, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest annually in three equal installments commencing March 2, 2024, subject to vesting conditions. These options were granted on November 7, 2022, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in three installments, as follows: 30%, 30%, and 40% of the options vest on each of the 12-month, 18-month, and 24-month anniversaries, respectively, of the date of grant, subject to the Reporting Person's continued service through each such date. These options were granted on March 2, 2022, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in three equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions. 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 vesting conditions. The Power of Attorney for Mr. Petras is filed as an exhibit to the Form 3 filed on November 20, 2020, which is hereby incorporated by reference. Matthew J. Klaben, Attorney-in-Fact 2024-03-05