SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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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*
GOLDMAN SACHS & CO. LLC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/13/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 06/13/2019 X 1,133,920(2)(3) A $0.002 72,605,349(2)(3) I See Footnotes(1)(2)(3)(9)
Common Stock, par value $0.01 per share 05/26/2020 S 13,726,411(4)(5) D $15.9(4)(5) 58,881,710(6)(7)(8) I See Footnotes(1)(4)(5)(6)(7)(8)(9)
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
Warrants to purchase Common Stock $0.002 06/13/2019 X 1,133,920 (2)(3) (2)(3) Common Stock(2)(3) 1,133,920(2)(3) $0 0 I See Footnotes(1)(2)(3)(9)
1. Name and Address of Reporting Person*
GOLDMAN SACHS & CO. LLC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
StoneBridge 2017, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282-2198

(City) (State) (Zip)
1. Name and Address of Reporting Person*
StoneBridge 2017 Offshore, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282-2198

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VWR Partners, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Broad Street Principal Investments, L.L.C.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Bridge Street Opportunity Advisors, L.L.C.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
StoneBridge 2018, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
1. Name and Address of Reporting Person*
StoneBridge 2018 Offshore, L.P.

(Last) (First) (Middle)
200 WEST STREET

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
Explanation of Responses:
1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("StoneBridge 2017"), StoneBridge 2017 Offshore, L.P. ("StoneBridge 2017 Offshore"), VWR Partners, L.P. ("VWR"), StoneBridge 2018, L.P. ("StoneBridge 2018"), StoneBridge 2018 Offshore, L.P. ("StoneBridge 2018 Offshore" and, together with StoneBridge 2017, StoneBridge 2017 Offshore, VWR and StoneBridge 2018, the "GS Funds") and Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street"). GS Group, Goldman Sachs, BSPI, the GS Funds and Bridge Street are defined collectively as the "Reporting Persons".
2. On June 13, 2019, the Reporting Persons exercised an aggregate of 1,133,920 warrants to acquire shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock") on a one-for-one basis. Specifically, (i) 1,080,595 warrants were exercised by BSPI; (ii) 36,475 warrants were exercised by StoneBridge 2017; and (iii) 16,850 warrants were exercised by StoneBridge 2017 Offshore.
3. The terms of the warrants are set forth in the warrant certificate, a form of which was filed on May 3, 2019 as Exhibit 10.12 to the Issuer's registration statement on Form S-1. After giving effect to the exercise of the warrants, prior to the Offering described below, (i) BSPI owned directly 31,943,095 shares of Common Stock, (ii) StoneBridge 2017 owned directly 842,500 shares of Common Stock, (iii) StoneBridge 2017 Offshore owned directly 389,396 shares of Common Stock, (iv) VWR owned directly 35,769,643 shares of Common Stock, (v) StoneBridge 2018 owned directly 2,576,838 shares of Common Stock and (vi) StoneBridge 2018 Offshore owned directly 1,083,877 shares of Common Stock.
4. Pursuant to an underwriting agreement, dated May 20, 2020 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock pursuant to the final prospectus dated May 20, 2020, which offering was consummated on May 26, 2020 (the "Offering"), the GS Funds and BSPI (together, the "GS Entities") sold in aggregate 13,726,411 shares of Common Stock, consisting of (i) 6,039,005 shares of Common Stock sold by BSPI, (ii) 159,279 shares of Common Stock sold by StoneBridge 2017, (iii) 73,617 shares of Common Stock sold by StoneBridge 2017 Offshore, (iv) 6,762,434 shares of Common Stock sold by VWR, (v) 487,164 shares of Common Stock sold by StoneBridge 2018 and (vi) 204,912 shares of Common Stock sold by StoneBridge 2018 Offshore.
5. Goldman Sachs was one of the underwriters in the Offering. In Table I above, the per share sale price of $15.9046875 set forth in the Underwriting Agreement has been rounded to the nearest whole cent.
6. As of May 26, 2020, after giving effect to the sales made in connection with the Offering, (i) BSPI owns directly 25,904,090 shares of Common Stock, (ii) StoneBridge 2017 owns directly 683,221 shares of Common Stock, (iii) StoneBridge 2017 Offshore owns directly 315,779 shares of Common Stock, (iv) VWR owns directly 29,007,209 shares of Common Stock, (v) StoneBridge 2018 owns directly 2,089,674 shares of Common Stock and (vi) StoneBridge 2018 Offshore owns directly 878,965 shares of Common Stock.
7. Bridge Street is the sole general partner of each of the GS Funds and may be deemed to beneficially own indirectly 32,974,848 shares of Common Stock by reason of direct beneficial ownership of such shares by the GS Funds.
8. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 58,878,938 shares of Common Stock by reason of direct beneficial ownership of such shares by the GS Entities. Bridge Street, the sole general partner of each of the GS Funds, is 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. Goldman Sachs is a direct subsidiary of GS Group. In addition, Goldman Sachs and GS Group may be deemed to beneficially own 2,772 shares of Common Stock from exempt transactions.
9. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such 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.
Remarks:
/s/ Jamison Yardley, Attorney-in-fact 05/28/2020
/s/ Jamison Yardley, Attorney-in-fact 05/28/2020
/s/ Jamison Yardley, Attorney-in-fact 05/28/2020
/s/ Jamison Yardley, Attorney-in-fact 05/28/2020
/s/ Jamison Yardley, Attorney-in-fact 05/28/2020
/s/ Jamison Yardley, Attorney-in-fact 05/28/2020
/s/ Jamison Yardley, Attorney-in-fact 05/28/2020
/s/ Jamison Yardley, Attorney-in-fact 05/28/2020
/s/ Jamison Yardley, Attorney-in-fact 05/28/2020
** Signature of Reporting Person Date
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