Michael B. Petras Jr. - Nov 20, 2021 Form 4 Insider Report for Sotera Health Co (SHC)

Role
Chairman & CEO, Director
Signature
/s/ Jessica L. M. H. Epp, Attorney-in-Fact
Stock symbol
SHC
Transactions as of
Nov 20, 2021
Transactions value $
-$620,233
Form type
4
Date filed
11/23/2021, 07:00 PM
Next filing
Mar 4, 2022

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") Tax liability -$620K -27.5K -10.55% $22.54 233K Nov 20, 2021 Direct F1, F2
holding SHC Common Stock 6.38M Nov 20, 2021 By Grantor Trust F3

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 1.12M Nov 20, 2021 Common Stock 1.12M $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 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 consists of 195,652 RSUs and 37,700 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 November 20, 2020, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. 25% of the options vested on November 20, 2021 and the remaining unvested options vest in three equal installments on the next three 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. Petras is filed as an exhibit to the Form 3 filed on November 20, 2020, which is hereby incorporated by reference.