Scott J. Leffler - Nov 20, 2021 Form 4 Insider Report for Sotera Health Co (SHC)

Role
CFO and Treasurer
Signature
/s/ Jessica L. M. H. Epp, Attorney-in-Fact
Stock symbol
SHC
Transactions as of
Nov 20, 2021
Transactions value $
-$87,771
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 -$87.8K -3.89K -0.55% $22.54 701K Nov 20, 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 224K Nov 20, 2021 Common Stock 224K $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 13,043 Restricted Stock Units ("RSUs"), which represents 25% of the RSU award granted to the Reporting Person on November 20, 2020. This RSU 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 Consists of 454,745 shares of vested Common Stock, 207,331 shares of unvested Common Stock and 39,130 RSUs. 38,562 of the unvested shares of Common Stock will vest on a daily basis, pro rata through April 3, 2022. 168,769 of the unvested shares of Common Stock will vest as of the first date on which (i) certain investment funds and entities affiliated with Warburg Pincus LLC and GTCR, LLC (the "Sponsors") have received two and one-half times their invested capital in the company and (ii) the Sponsors' internal rate of return exceeds twenty percent.
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. Leffler is filed as an exhibit to the Form 3 filed on November 20, 2020, which is hereby incorporated by reference.