0001999371-24-011707.txt : 20240909 0001999371-24-011707.hdr.sgml : 20240909 20240909173642 ACCESSION NUMBER: 0001999371-24-011707 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240906 FILED AS OF DATE: 20240909 DATE AS OF CHANGE: 20240909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR CO-INVEST XI LP CENTRAL INDEX KEY: 0001591432 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 241288161 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR FUND XI/A LP CENTRAL INDEX KEY: 0001591434 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 241288162 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR PARTNERS XI/A&C LP CENTRAL INDEX KEY: 0001828028 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 241288159 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR FUND XI/C LP CENTRAL INDEX KEY: 0001591436 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 241288160 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GTCR INVESTMENT XI LLC CENTRAL INDEX KEY: 0001827977 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 241288163 BUSINESS ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 382-2200 MAIL ADDRESS: STREET 1: 300 NORTH LASALLE STREET, SUITE 5600 CITY: CHICAGO STATE: IL ZIP: 60654 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sotera Health Co CENTRAL INDEX KEY: 0001822479 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 473531161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9100 SOUTH HILLS BLVD, SUITE 300 CITY: BROADVIEW HEIGHTS STATE: OH ZIP: 44147 BUSINESS PHONE: 440-262-1410 MAIL ADDRESS: STREET 1: 9100 SOUTH HILLS BLVD, SUITE 300 CITY: BROADVIEW HEIGHTS STATE: OH ZIP: 44147 FORMER COMPANY: FORMER CONFORMED NAME: Sotera Health Topco, Inc. DATE OF NAME CHANGE: 20200824 4 1 ownership.xml FORM 4 X0508 4 2024-09-06 0 0001822479 Sotera Health Co SHC 0001827977 GTCR INVESTMENT XI LLC 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001591434 GTCR FUND XI/A LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001591432 GTCR CO-INVEST XI LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001591436 GTCR FUND XI/C LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 0001828028 GTCR PARTNERS XI/A&C LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO IL 60654 1 0 1 0 0 Common Stock, $0.01 par value per share ("Common Stock") 2024-09-06 4 S 0 10000000 15.03 D 49215301 I See Footnote 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"). 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"). 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. 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. 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. /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 2024-09-09 /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/C LP 2024-09-09 /s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR CO-INVEST XI LP 2024-09-09 /s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR PARTNERS XI/A&C LP 2024-09-09 /s/ Jeffery Wright, as Chief Legal Officer of GTCR INVESTMENT XI LLC 2024-09-09