Michael P. Rutz - Mar 2, 2023 Form 4 Insider Report for Sotera Health Co (SHC)

Role
President of Sterigenics
Signature
/s/ Jessica L. M. H. Epp, Attorney-in-Fact
Stock symbol
SHC
Transactions as of
Mar 2, 2023
Transactions value $
-$51,325
Form type
4
Date filed
3/6/2023, 05:49 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 -$51.3K -2.95K -0.51% $17.41 572K Mar 2, 2023 Direct F1, F2, F3

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 112K Mar 2, 2023 Common Stock 112K $23.00 Direct F4, F5
holding SHC Stock Options 63.9K Mar 2, 2023 Common Stock 63.9K $20.03 Direct F4, F6
* 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 8,320 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 29,685 RSUs and 542,550 shares of Common Stock. 273,621 of the shares of Common Stock are vested, and 254,336 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. The options vest in four equal installments on each of the first four 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.

Remarks:

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.