Gtcr Investment Xi Llc - Sep 6, 2024 Form 4 Insider Report for Sotera Health Co (SHC)

Role
Director, 10%+ Owner
Signature
/s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/A LP
Stock symbol
SHC
Transactions as of
Sep 6, 2024
Transactions value $
-$150,300,000
Form type
4
Date filed
9/9/2024, 05:36 PM
Previous filing
May 30, 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") Sale -$150M -10M -16.89% $15.03 49.2M Sep 6, 2024 See Footnote F1, F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 6, 2024, the GTCR XI Funds (as defined below) sold a total of 10,000,000 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").
F2 Following the Offering, consists of (i) 39,061,101 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (ii) 9,841,141 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and (iii) 313,059 shares of Common Stock held directly by GTCR Co-Invest XI LP, a Delaware limited partnership ("Co-Invest XI", and together with Fund XI/A and Fund XI/C, the "GTCR XI Funds").
F3 GTCR Partners XI/A&C LP ("Partners XI/A&C") is the general partner of each of Fund XI/A and Fund XI/C. GTCR Investment XI LLC ("Investment XI" and together with the GTCR XI Funds and Partners XI/A&C, the "GTCR Entities"), is the general partner of Co-Invest XI and Partners XI/A&C. Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, David A Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the shares of Common Stock.
F4 Each of GTCR Partners XI/A&C, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds except to the extent of his pecuniary interest therein.
F5 Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Information with respect to each of the GTCR Entities is given solely by such GTCR Entity, and no GTCR Entity has responsibility for the accuracy or completeness of information supplied by another GTCR Entity.