Scott J. Leffler - Mar 2, 2022 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: Mar 2, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/4/2022, 03:13 PM
Previous filing: Nov 23, 2021
Next filing: Jul 26, 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")	Award	$0	+37.4K	+5.34%	$0.00	739K	Mar 2, 2022	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
transaction	SHC	Stock Options	Award	$0	+95.8K		$0.00	95.8K	Mar 2, 2022	Common Stock	95.8K	$20.03	Direct	F3
holding	SHC	Stock Options						224K	Mar 2, 2022	Common Stock	224K	$23.00	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These securities consist of Restricted Stock Units ("RSUs") that were granted on March 2, 2022, 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 three equal installments on each of the first three anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date.
F2	Consists of 484,707 shares of vested Common Stock, 177,369 shares of unvested Common Stock and 76,573 RSUs. 8,600 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	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 the Reporting Person's continued service through each such date.
F4	No transaction is being reported on this line. Reported on a previously filed Form 4.
F5	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.