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

Role: Chairman & CEO
Signature: Gregory S. Harvey, Attorney-in-Fact
Issuer symbol: SHC
Transactions as of: 10 Sep 2024
Net transactions value: $0
Form type: 4
Filing time: 12 Sep 2024, 16:18:50 UTC
Previous filing: 05 Mar 2024
Next filing: 22 Nov 2024
SEC: View on sec.gov

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	-200,000	-3.7%	$0.000000	5,253,580	10 Sep 2024	By Grantor Trust	F1
holding	SHC	Common Stock, $0.01 par value per share ("Common Stock")						699,749	10 Sep 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						544,509	10 Sep 2024	Common Stock	544,509	$14.59	Direct	F3, F4
holding	SHC	Stock Options						404,094	10 Sep 2024	Common Stock	404,094	$17.59	Direct	F3, F5
holding	SHC	Stock Options						2,108,356	10 Sep 2024	Common Stock	2,108,356	$6.37	Direct	F3, F6
holding	SHC	Stock Options						478,932	10 Sep 2024	Common Stock	478,932	$20.03	Direct	F3, F7
holding	SHC	Stock Options						1,118,012	10 Sep 2024	Common Stock	1,118,012	$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