Matthew J. Klaben - Oct 1, 2022 Form 3 Insider Report for Sotera Health Co (SHC)

Role
Interim SVP, GC and Secretary
Signature
/s/ Jessica L.M.H. Epp, Attorney-in-Fact
Stock symbol
SHC
Transactions as of
Oct 1, 2022
Transactions value $
$0
Form type
3
Date filed
10/7/2022, 04:24 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SHC Common Stock, $0.01 par value per share ("Common Stock") 37.7K Oct 1, 2022 Direct F1
holding SHC Common Stock 314K Oct 1, 2022 By grantor trust 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
holding SHC Stock Options Oct 1, 2022 Common Stock 134K $23.00 Direct F3
holding SHC Stock Options Oct 1, 2022 Common Stock 22.4K $20.03 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These securities consist of 5,489 shares of Common Stock and 32,214 Restricted Stock Units ("RSUs"). 23,478 RSUs were granted on November 20, 2020, and the balance of these RSUs will vest in three equal annual installments beginning on November 20, 2022, subject to the Reporting Person's continued service through each such date. 8,736 RSUs were granted on March 2, 2022, and will vest in three equal annual 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. The RSUs were granted pursuant to the terms of RSU agreements 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 Consists of 220,526 shares of vested Common Stock and 93,760 shares of unvested Common Stock. 93,760 of the unvested shares of Common Stock will vest as of the first date on which (i) certain investment funds and entities affiliated with Warburg Pincus LLC and GTCR, LLC (the "Sponsors") have received two and one-half times their invested capital in the company and (ii) the Sponsors' internal rate of return exceeds twenty percent.
F3 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.
F4 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:

Exhibit 24.1 - Power of Attorney