| 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 | -$176K | -29.3K | -6.96% | $6.02 | 391K | Nov 20, 2022 | Direct | F1, F2, F3 |
| holding | SHC | Common Stock | 6.38M | Nov 20, 2022 | By Grantor Trust | F4 |
| 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, 2022 | Common Stock | 1.12M | $23.00 | Direct | F4, F5 | |||||
| holding | SHC | Stock Options | 479K | Nov 20, 2022 | Common Stock | 479K | $20.03 | Direct | F4, F6 | |||||
| holding | SHC | Stock Options | 2.11M | Nov 20, 2022 | Common Stock | 2.11M | $6.37 | Direct | F4, F7 |
| 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 65,218 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 | Represents the closing price of the Company's Common Stock on November 18, 2022. |
| F3 | These securities consist of 317,653 RSUs and 73,667 shares of Common Stock. |
| 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. 25% of the options vested on November 20, 2022, and the remaining unvested options vest in two equal installments on the next two anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date. |
| F6 | 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. |
| 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. |
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.