0000950170-24-026450.txt : 20240305 0000950170-24-026450.hdr.sgml : 20240305 20240305180607 ACCESSION NUMBER: 0000950170-24-026450 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240302 FILED AS OF DATE: 20240305 DATE AS OF CHANGE: 20240305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rutz Michael P CENTRAL INDEX KEY: 0001599220 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39729 FILM NUMBER: 24722973 MAIL ADDRESS: STREET 1: 8755 WEST HIGGINS ROAD STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60631 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 4 X0508 4 2024-03-02 0001822479 Sotera Health Co SHC 0001599220 Rutz Michael P C/O SOTERA HEALTH COMPANY 9100 SOUTH HILLS BLVD, SUITE 300 BROADVIEW HEIGHTS OH 44147 false true false false President of Sterigenics false Common Stock, $0.01 par value per share ("Common Stock") 2024-03-02 4 F false 2438 14.56 D 596311 D Common Stock, $0.01 par value per share ("Common Stock") 2024-03-02 4 F false 3063 14.56 D 593248 D Common Stock, $0.01 par value per share ("Common Stock") 2024-03-04 4 A false 34270 0 A 627518 D Common Stock, $0.01 par value per share ("Common Stock") 2024-03-04 4 S false 83109 14.3075 D 544409 D Stock Options 14.59 2024-03-04 4 A false 68063 0 A 2034-03-04 Common Stock 68063 68063 D Stock Options 17.59 2033-03-06 Common Stock 53879 53879 D Stock Options 20.03 2032-03-02 Common Stock 63857 63857 D Stock Options 23 2030-11-20 Common Stock 111801 111801 D 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 8,320 Restricted Stock Units ("RSUs"), which represents 33% of the RSU award granted to the Reporting Person on March 2, 2022. 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. 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 9,475 RSUs, which represents 33% of the RSU award granted to the Reporting Person on March 6, 2023. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. These securities consist of RSUs that were granted on March 4, 2024, pursuant to the terms of an RSU agreement under the 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, 2025. On March 4, 2024, the Reporting Person sold a total of 83,109 shares of Common Stock of the Issuer in an underwritten public secondary offering (the "Offering"). Reflects a price equal to the Offering price per share less underwriting discounts and commissions payable thereon, as disclosed in the Issuer's Prospectus 424(b)(7), filed with the United States Securities and Exchange Commission on February 29, 2024. These securities consist of 68,063 RSUs and 476,346 shares of Common Stock. 339,030 of the shares of Common Stock are vested, and 137,316 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). These options were granted on March 4, 2024, 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, 2025, subject to vesting conditions. No transaction is being reported on this line. Reported on a previously filed Form 4. 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 in annually in three equal installments commencing March 2, 2024, subject to the Reporting Person's continued service through each such date.. 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 thourgh each such date. 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. 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. Matthew J. Klaben, Attorney-in-Fact 2024-03-05