Michael P. Rutz - Mar 6, 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 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/8/2023, 04:38 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	+28.4K	+4.97%	$0.00	601K	Mar 6, 2023	Direct	F1, F2

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	+53.9K		$0.00	53.9K	Mar 6, 2023	Common Stock	53.9K	$17.59	Direct	F3
holding	SHC	Stock Options						63.9K	Mar 6, 2023	Common Stock	63.9K	$20.03	Direct	F4, F5
holding	SHC	Stock Options						112K	Mar 6, 2023	Common Stock	112K	$23.00	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 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, subject to the Reporting Person's continued service through each such date.
F2	These securities consist of 58,110 RSUs and 542,550 shares of Common Stock. 289,482 of the shares of Common Stock are vested, and 253,068 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).
F3	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 the Reporting Person's continued service through each such date.
F4	No transaction is being reported on this line. Reported on a previously filed Form 4.
F5	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.
F6	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.

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.