| 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 | $386,392 | -29,250 | -4.2% | $13.21 | 670,499 | 20 Nov 2024 | Direct | F1, F2 |
| transaction | SHC | Common Stock, $0.01 par value per share ("Common Stock") | Gift | $0 | -39,243 | -0.75% | $0.000000 | 5,214,337 | 22 Nov 2024 | By Grantor Trust | |
| transaction | SHC | Common Stock, $0.01 par value per share ("Common Stock") | Gift | $0 | +39,243 | $0.000000 | 39,243 | 22 Nov 2024 | By Family Trust | F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | SHC | Stock Options | 544,509 | 20 Nov 2024 | Common Stock | 544,509 | $14.59 | Direct | F4, F5 | |||||
| holding | SHC | Stock Options | 404,094 | 20 Nov 2024 | Common Stock | 404,094 | $17.59 | Direct | F4, F6 | |||||
| holding | SHC | Stock Options | 2,108,356 | 20 Nov 2024 | Common Stock | 2,108,356 | $6.37 | Direct | F4, F7 | |||||
| holding | SHC | Stock Options | 478,932 | 20 Nov 2024 | Common Stock | 478,932 | $20.03 | Direct | F4, F8 | |||||
| holding | SHC | Stock Options | 1,118,012 | 20 Nov 2024 | Common Stock | 1,118,012 | $23.00 | Direct | F4, F9 |
| 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 65,217 Restricted Stock Units ("RSUs"), which represents 25% of the RSU award granted to the Reporting Person on November 20, 2020. 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 consist of 478,693 RSUs and 191,806 shares of Common Stock. |
| F3 | The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose. |
| F4 | No transaction is being reported on this line. Reported on a previously filed Form 4. |
| F5 | 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. |
| F6 | 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. |
| F7 | 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. |
| F8 | 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. |
| F9 | 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 4 filed on September 12, 2024, which is incorporated by reference.