| 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 | -$11.5K | -1.91K | -0.33% | $6.02 | 575K | Nov 20, 2022 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | SHC | Stock Options | 112K | Nov 20, 2022 | Common Stock | 112K | $23.00 | Direct | F4, F5 | |||||
| holding | SHC | Stock Options | 63.9K | Nov 20, 2022 | Common Stock | 63.9K | $20.03 | Direct | F4, F6 |
| 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 6,521 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 | Represents the closing price of the Company's Common Stock on November 18, 2022. |
| F3 | These securities consist of 38,005 RSUs and 537,178 shares of Common Stock. 250,495 of the shares of Common Stock are vested, and 286,683 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). |
| 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. |
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.