Michael P. Rutz - Aug 25, 2021 Form 4 Insider Report for Sotera Health Co (SHC)

Role
President of Sterigenics
Signature
/s/ Jessica L. M. H. Epp, Attorney-in-Fact
Stock symbol
SHC
Transactions as of
Aug 25, 2021
Transactions value $
-$1,676,876
Form type
4
Date filed
8/27/2021, 05:54 PM
Next filing
Nov 23, 2021

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") Sale -$1.68M -67K -10.79% $25.03 554K Aug 25, 2021 Direct F1, 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 112K Aug 25, 2021 Common Stock 112K $23.00 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the weighted-average share price. The lowest price at which shares were sold was $24.90 and the highest price at which shares were sold was $25.39. The Reporting Person undertakes to provide, upon request of the SEC or a security holder of the issuer, complete information regarding the number of shares sold at each price.
F2 Consists of 26,086 Restricted Stock Units ("RSUs") and 527,957 shares of Common Stock. The RSUs were granted on November 20, 2020, 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. The RSUs vest in four equal installments on each of the first four anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date. 98,566 of the shares of Common Stock are vested, and 429,391 shares of Common Stock remain subject to vesting conditions. Shares of unvested Common Stock will vest on a daily basis, pro rata through May 13, 2025 (the five year anniversary of the date of grant).
F3 No transaction is being reported on this line. Reported on a previously filed Form 4.
F4 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 the Reporting Person's continued service through each such date.

Remarks:

The Power of Attorney for Mr. Rutz is filed as an exhibit to the Form 3 filed on November 20, 2020, which is hereby incorporated by reference.