| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SHC | Common Stock, $0.01 par value per share ("Common Stock") | Tax liability | -$408K | -28K | -5.89% | $14.56 | 447K | Mar 2, 2024 | Direct | F1 |
| transaction | SHC | Common Stock, $0.01 par value per share ("Common Stock") | Tax liability | -$314K | -21.6K | -4.82% | $14.56 | 426K | Mar 2, 2024 | Direct | F2 |
| transaction | SHC | Common Stock, $0.01 par value per share ("Common Stock") | Award | $0 | +274K | +64.42% | $0.00 | 700K | Mar 4, 2024 | Direct | F3, F4 |
| transaction | SHC | Common Stock, $0.01 par value per share ("Common Stock") | Sale | -$14.4M | -1M | -15.55% | $14.31 | 5.45M | Mar 4, 2024 | By Grantor Trust | F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SHC | Stock Options | Award | $0 | +545K | $0.00 | 545K | Mar 4, 2024 | Common Stock | 545K | $14.59 | Direct | F7 | |
| holding | SHC | Stock Options | 404K | Mar 2, 2024 | Common Stock | 404K | $17.59 | Direct | F8, F9 | |||||
| holding | SHC | Stock Options | 2.11M | Mar 2, 2024 | Common Stock | 2.11M | $6.37 | Direct | F8, F10 | |||||
| holding | SHC | Stock Options | 479K | Mar 2, 2024 | Common Stock | 479K | $20.03 | Direct | F8, F11 | |||||
| holding | SHC | Stock Options | 1.12M | Mar 2, 2024 | Common Stock | 1.12M | $23.00 | Direct | F8, F12 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | 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. |
| F4 | These securities consist of 543,910 RSUs and 155,839 shares of Common Stock. |
| F5 | 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"). |
| F6 | 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. |
| F7 | 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. |
| F8 | No transaction is being reported on this line. Reported on a previously filed Form 4. |
| F9 | 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. |
| F10 | 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. |
| F11 | 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. |
| F12 | 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.