Michael B. Petras Jr. - Mar 6, 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 6, 2023
Transactions value $
$0
Form type
4
Date filed
3/8/2023, 04:35 PM
Previous filing
Mar 6, 2023
Next filing
Nov 22, 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") Award $0 +213K +57.39% $0.00 585K Mar 6, 2023 Direct F1, F2
holding SHC Common Stock 6.38M Mar 6, 2023 By Grantor Trust 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
transaction SHC Stock Options Award $0 +404K $0.00 404K Mar 6, 2023 Common Stock 404K $17.59 Direct F4
holding SHC Stock Options 1.12M Mar 6, 2023 Common Stock 1.12M $23.00 Direct F3, F5
holding SHC Stock Options 479K Mar 6, 2023 Common Stock 479K $20.03 Direct F3, F6
holding SHC Stock Options 2.11M Mar 6, 2023 Common Stock 2.11M $6.37 Direct F3, F7
* 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 6, 2023, 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 annually in three equal installments commencing March 2, 2024.
F2 These securities consist of 468,436 RSUs and 116,232 shares of Common Stock.
F3 No transaction is being reported on this line. Reported on a previously filed Form 4.
F4 These options were granted on March 6, 2023, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest annually in three equal installments commencing March 2, 2024, subject to vesting conditions.
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.