Michael B. Petras Jr. - Mar 2, 2023 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: Mar 2, 2023
Transactions value $: -$345,432
Form type: 4
Date filed: 3/6/2023, 05:47 PM
Previous filing: Nov 22, 2022
Next filing: Mar 8, 2023

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	-$345K	-19.8K	-5.07%	$17.41	371K	Mar 2, 2023	Direct	F1, F2, F3
holding	SHC	Common Stock						6.38M	Mar 2, 2023	By Grantor Trust	F4

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	Mar 2, 2023	Common Stock	1.12M	$23.00	Direct	F4, F5
holding	SHC	Stock Options						479K	Mar 2, 2023	Common Stock	479K	$20.03	Direct	F4, F6
holding	SHC	Stock Options						2.11M	Mar 2, 2023	Common Stock	2.11M	$6.37	Direct	F4, F7

* 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 62,406 Restricted Stock Units ("RSUs"), which represents 33% of the RSU award granted to the Reporting Person on March 2, 2022. 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 March 2, 2023.
F3	These securities consist of 255,247 RSUs and 116,232 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. The options vest in four equal installments on each of the first four anniversaries of the date of grant, subject to vesting conditions.
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 vesting conditions.
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 vesting conditions.

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.