Michael B. Petras Jr. - Sep 10, 2024 Form 4 Insider Report for Sotera Health Co (SHC)

Role
Chairman & CEO
Signature
Gregory S. Harvey, Attorney-in-Fact
Stock symbol
SHC
Transactions as of
Sep 10, 2024
Transactions value $
$0
Form type
4
Date filed
9/12/2024, 04:18 PM
Previous filing
Mar 5, 2024

Transactions Table

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") Gift $0 -200K -3.67% $0.00 5.25M Sep 10, 2024 By Grantor Trust F1
holding SHC Common Stock, $0.01 par value per share ("Common Stock") 700K Sep 10, 2024 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SHC Stock Options 545K Sep 10, 2024 Common Stock 545K $14.59 Direct F3, F4
holding SHC Stock Options 404K Sep 10, 2024 Common Stock 404K $17.59 Direct F3, F5
holding SHC Stock Options 2.11M Sep 10, 2024 Common Stock 2.11M $6.37 Direct F3, F6
holding SHC Stock Options 479K Sep 10, 2024 Common Stock 479K $20.03 Direct F3, F7
holding SHC Stock Options 1.12M Sep 10, 2024 Common Stock 1.12M $23.00 Direct F3, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a gift of issuer securities by the reporting person to a charitable foundation. The recipient of the gifted securities has executed a lock-up agreement equivalent to the lock-up agreement entered into with respect to the September 6, 2024 registered stock offering.
F2 These securities consist of 543,910 RSUs and 155,839 shares of Common Stock.
F3 No transaction is being reported on this line. Reported on a previously filed Form 4.
F4 These options were granted on March 4, 2024, pursuant to the terms of a stock option agreement under the Sotera Health Company 2020 Omnibus Incentive Plan ("2020 Incentive Plan"). The options vest annually in three equal installments commencing March 2, 2025, subject to vesting conditions.
F5 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.
F6 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.
F7 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.
F8 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.

Remarks:

Exhibit 24.1 - Power of Attorney