Michael B. Petras Jr. - Nov 20, 2023 Form 4 Insider Report for Sotera Health Co (SHC)

Signature
/s/ Jessica L. M. H. Epp, Attorney-in-Fact
Stock symbol
SHC
Transactions as of
Nov 20, 2023
Transactions value $
-$407,453
Form type
4
Date filed
11/22/2023, 04:08 PM
Previous filing
Mar 8, 2023
Next filing
Mar 5, 2024

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 -$407K -29.3K -5% $13.93 555K Nov 20, 2023 Direct F1, F2, F3
holding SHC Common Stock 6.38M Nov 20, 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 404K Nov 20, 2023 Common Stock 404K $17.59 Direct F4, F5
holding SHC Stock Options 2.11M Nov 20, 2023 Common Stock 2.11M $6.37 Direct F4, F6
holding SHC Stock Options 479K Nov 20, 2023 Common Stock 479K $20.03 Direct F4, F7
holding SHC Stock Options 1.12M Nov 20, 2023 Common Stock 1.12M $23.00 Direct F4, F8
* 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 65,217 Restricted Stock Units ("RSUs"), which represents 25% of the RSU award granted to the Reporting Person on November 20, 2020. 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 November 20, 2023.
F3 These securities consist of 403,219 RSUs and 152,199 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 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.
F6 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 the Reporting Person's continued service through each such date.
F7 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.
F8 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. Petras is filed as an exhibit to the Form 3 filed on November 20, 2020, which is hereby incorporated by reference.