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