0001822479-22-000020.txt : 20220304 0001822479-22-000020.hdr.sgml : 20220304 20220304161334 ACCESSION NUMBER: 0001822479-22-000020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220302 FILED AS OF DATE: 20220304 DATE AS OF CHANGE: 20220304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leffler Scott J. CENTRAL INDEX KEY: 0001832406 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 22714212 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] 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_164642839394358.xml FORM 4 X0306 4 2022-03-02 0 0001822479 Sotera Health Co SHC 0001832406 Leffler Scott J. C/O SOTERA HEALTH COMPANY 9100 SOUTH HILLS BLVD, SUITE 300 BROADVIEW HEIGHTS OH 44147 0 1 0 0 CFO and Treasurer Common Stock, $0.01 par value per share ("Common Stock") 2022-03-02 4 A 0 37443 0 A 738649 D Stock Options 20.03 2022-03-02 4 A 0 95786 0 A 2032-03-02 Common Stock 95786.0 95786 D Stock Options 23.0 2030-11-20 Common Stock 223602.0 223602 D These securities consist of Restricted Stock Units ("RSUs") that were granted on March 2, 2022, 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 three equal installments on each of the first three anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date. Consists of 484,707 shares of vested Common Stock, 177,369 shares of unvested Common Stock and 76,573 RSUs. 8,600 of the unvested shares of Common Stock will vest on a daily basis, pro rata through April 3, 2022. 168,769 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 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 the Reporting Person's continued service through each such date. No transaction is being reported on this line. Reported on a previously filed Form 4. These options were granted on November 20, 2020, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. 25% of the options vested on November 20, 2021 and the remaining unvested options vest in three equal installments on the next three anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date. The Power of Attorney for Mr. Leffler 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 2022-03-04