0001104659-20-125076.txt : 20201113 0001104659-20-125076.hdr.sgml : 20201113 20201113161542 ACCESSION NUMBER: 0001104659-20-125076 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201113 DATE AS OF CHANGE: 20201113 GROUP MEMBERS: BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. GROUP MEMBERS: BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. GROUP MEMBERS: GOLDMAN SACHS & CO. LLC GROUP MEMBERS: STONEBRIDGE 2017 OFFSHORE, L.P. GROUP MEMBERS: STONEBRIDGE 2017, L.P. GROUP MEMBERS: STONEBRIDGE 2018 OFFSHORE, L.P. GROUP MEMBERS: STONEBRIDGE 2018, L.P. GROUP MEMBERS: VWR PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Avantor, Inc. CENTRAL INDEX KEY: 0001722482 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 822758923 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91022 FILM NUMBER: 201311678 BUSINESS ADDRESS: STREET 1: RADNOR CORPORATE CENTER, BUILDING ONE STREET 2: SUITE 200, 100 MATSONFORD ROAD CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 386-1700 MAIL ADDRESS: STREET 1: RADNOR CORPORATE CENTER, BUILDING ONE STREET 2: SUITE 200, 100 MATSONFORD ROAD CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Avantor, Inc DATE OF NAME CHANGE: 20190206 FORMER COMPANY: FORMER CONFORMED NAME: Vail Holdco Corp DATE OF NAME CHANGE: 20171113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 134019460 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 SC 13D/A 1 tm2035765-1_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Avantor, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05352A 100

(CUSIP Number)

David S. Thomas, Esq.

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

Phone: (212) 902-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Michael Levitt, Esq.

Freshfields Bruckhaus Deringer US LLP

601 Lexington Avenue

New York, NY 10022

(212) 277-4004

November 10, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

05352A 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	The Goldman Sachs Group, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ¨ (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	AF and OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		27,480,944
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		27,480,944

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	27,480,944
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.8%*
14	TYPE OF REPORTING PERSON (See Instructions)
	HC-CO

* All calculations of percentage ownership in this Schedule 13D with respect to the Reporting Persons are based upon a total of 578,338,818 shares of common stock, par value $0.01 per share (the “Common Stock”), of Avantor, Inc. (the “Issuer”), outstanding as of October 15, 2020, as reported in the Issuer’s prospectus, dated as of November 5, 2020, filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2020 pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the “Securities Act”).

CUSIP No.

05352A 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Goldman Sachs & Co. LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ¨ (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	AF and OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		27,480,944
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		27,480,944

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	27,480,944
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.8%
14	TYPE OF REPORTING PERSON (See Instructions)
	BD-PN-IA

CUSIP No.

05352A 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Broad Street Principal Investments, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ¨ (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		2,626,771
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		2,626,771

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,626,771
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.5%
14	TYPE OF REPORTING PERSON (See Instructions)
	OO

CUSIP No. 05352A 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Bridge Street Opportunity Advisors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ¨ (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		24,731,136
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		24,731,136

11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

24,731,136

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

¨

13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.3%

14
TYPE OF REPORTING PERSON (See Instructions)

OO

CUSIP No.

05352A 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	StoneBridge 2017, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ¨ (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		512,416
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		512,416

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	512,416
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
12	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13	0.1%
14	TYPE OF REPORTING PERSON (See Instructions)
14	PN

SCHEDULE 13D

CUSIP No.

05352A 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	StoneBridge 2017 Offshore, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ¨ (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		236,834
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		236,834

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	236,834
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.0%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

CUSIP No.

05352A 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	StoneBridge 2018, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ¨ (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		1,567,255
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		1,567,255

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,567,255
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.3%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

CUSIP No.

05352A 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	StoneBridge 2018 Offshore, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ¨ (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		659,224
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		659,224

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	659,224
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

CUSIP No.

05352A 100

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	VWR Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ¨ (b) x
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		0
	8	SHARED VOTING POWER
		21,755,407
	9	SOLE DISPOSITIVE POWER
		0
	10	SHARED DISPOSITIVE POWER
		21,755,407

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,755,407
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.8%
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

This Amendment No. 3 (this “Amendment No. 3”) amends and supplements certain information in the Schedule 13D filed with the SEC on May 31, 2019, as amended by Amendment No. 1 filed with the SEC on May 29, 2020 and Amendment No. 2 filed with the SEC on August 26, 2020 (the “Original 13D” and, together with this Amendment No. 3, the “Schedule 13D”), on behalf of The Goldman Sachs Group, Inc. (“GS Group”), Goldman Sachs & Co. LLC (“Goldman Sachs”), Broad Street Principal Investments, L.L.C. (“BSPI”), Bridge Street Opportunity Advisors, L.L.C. (“Bridge Street”), StoneBridge 2017, L.P. (“SB 2017 Fund”), StoneBridge 2017 Offshore, L.P. (“SB 2017 Fund Offshore”), StoneBridge 2018, L.P. (“SB 2018 Fund”), StoneBridge 2018 Offshore, L.P. (“SB 2018 Fund Offshore”), and VWR Partners, L.P. (“VWR” and, together with SB 2017 Fund, SB 2017 Fund Offshore, SB 2018 Fund and SB 2018 Fund Offshore, collectively, the “GS Funds”). BSPI and the GS Funds are collectively referred to herein as the “GS Investors.” GS Group, Goldman Sachs, GS Investors and Bridge Street are collectively referred to herein as the “Reporting Persons.”

Except as set forth below, all Items of the Original 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Original 13D.

Item 2.

Identity and Background

Item 2 of the Original 13D is hereby amended by replacing in their entirety Schedules II-A, II-B and III, incorporated therein by reference, with Schedules II-A, II-B, and III hereto, respectively, which Schedules II-A, II-B and III are incorporated herein by reference.

Item 4.

Purpose of Transaction

Item 4 of the Original 13D is hereby amended by adding the following immediately before the final two paragraphs thereof:

“Pursuant to an underwriting agreement, dated November 5, 2020 (the “November 2020 Underwriting Agreement”), by and among the Issuer, the GS Investors, other selling stockholders named therein, and Goldman Sachs and J.P. Morgan Securities LLC, as representatives of the several underwriters (collectively, the “Underwriters”), the Underwriters agreed to purchase from the GS Investors, and the GS Investors agreed to sell to the Underwriters an aggregate of 14,658,205 shares of Common Stock at a price of $24.808125 per share (the “November 2020 Sale”). In addition, pursuant to the November 2020 Underwriting Agreement, the GS Investors granted the Underwriters an option to purchase an aggregate of additional 1,465,821 shares of Common Stock for 30 days following the date of the November 2020 Underwriting Agreement at the same price (the “November 2020 Option Sale”). The Underwriters exercised this option on November 6, 2020.

The November 2020 Underwriting Agreement contains standard terms and conditions for a public offering including customary representations and warranties and indemnity provisions. The November 2020 Sale and the November 2020 Option Sale were consummated on November 10, 2020.

In connection with the November 2020 Underwriting Agreement, on November 5, 2020, each of the GS Investors signed a lock-up agreement (the “November 2020 Lock-up Agreements”) pursuant to which they agreed that, subject to specified exceptions, without the prior written consent of the Underwriters, each GS Investor will not, during the period ending 60 days after the date of the November 2020 Underwriting Agreement: (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of shares of Common Stock of the Issuer or options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock (a “Disposition”), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other Disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock or options, warrants, or other securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Issuer or (iii) otherwise publicly announce any intention to engage in any of the foregoing.

The foregoing description of the November 2020 Underwriting Agreement and the November 2020 Lock-up Agreements is not intended to be complete and is qualified in its entirety by the complete text of the November 2020 Underwriting Agreement, which is incorporated herein by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K filed on November 10, 2020, and the November 2020 Lock-up Agreements filed as Exhibit 10 hereto.”

Item 5.

Interest in Securities of the Issuer

Item 5 of the Original 13D is hereby amended as follows:

(i) In connection with the November 2020 Sale and the November 2020 Option Sale, subsections (a) and (b) of Item 5 of the Original 13D are amended and restated in their entirety as follows:

“The following table sets forth, as of November 10, 2020, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of such date. The information below is based upon a total of 578,338,818 shares of Common Stock outstanding as of October 15, 2020, as reported by the Issuer in the prospectus, dated as of November 5, 2020, filed with the SEC on November 9, 2020 pursuant to Rule 424(b)(7) under the Securities Act.

Reporting Person	Amount beneficially owned		Percent of class			Sole power to vote or direct the vote		Shared power to vote or direct the vote		Sole power to dispose or to direct the disposition		Shared power to dispose or direct the disposition
The Goldman Sachs Group, Inc.		27,480,944		4.8	%		0		27,480,944		0		27,480,944
Goldman Sachs & Co. LLC		27,480,944		4.8	%		0		27,480,944		0		27,480,944
Broad Street Principal Investments, L.L.C.		2,626,771		0.5	%		0		2,626,771		0		2,626,771
StoneBridge 2017, L.P.		512,416		0.1	%		0		512,416		0		512,416
StoneBridge 2017 Offshore, L.P.		236,834		0.0	%		0		236,834		0		236,834
StoneBridge 2018, L.P.		1,567,255		0.3	%		0		1,567,255		0		1,567,255
StoneBridge 2018 Offshore, L.P.		659,224		0.1	%		0		659,224		0		659,224
VWR Partners, L.P.		21,755,407		3.8	%		0		21,755,407		0		21,755,407
Bridge Street Opportunity Advisors, L.L.C.		24,731,136		4.3	%		0		24,731,136		0		24,731,136

In accordance with the SEC Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units (collectively, the “Goldman Sachs Reporting Units”) of GS Group and its subsidiaries and affiliates (collectively, “GSG”). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.

None of the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A or II-B hereto may be deemed to beneficially own any shares of Common Stock other than as set forth herein.”

(ii) Subsection (c) of Item 5 of the Original 13D is amended and restated in its entirety as follows:

“Except as set forth in Schedule IV hereto, or as otherwise described herein, no transactions in the shares of Common Stock were effected by the Reporting Persons or, to the knowledge of any of the Reporting Persons, any of the persons listed on Schedules I, II-A or II-B hereto, during the period from September 11, 2020 to November 10, 2020.”

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original 13D is hereby amended by adding the following immediately before the final paragraph thereof:

“Information about the November 2020 Underwriting Agreement and the November 2020 Lock-up Agreements set forth or incorporated by reference in Item 4 of this Schedule 13D is incorporated by reference into this Item 6.”

Item 7.

Material to Be Filed as Exhibits

Item 7 is hereby amended by adding the following exhibits in appropriate numerical order.

Exhibit No.	Description

9.	Underwriting Agreement by and among Avantor, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters, and the selling stockholders (incorporated by reference to Exhibit 1.1 to the Issuer’s Current Report on Form 8-K, filed on November 10, 2020).

10.	Lock-up Agreements, dated as of November 5, 2020.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated as of November 13, 2020.

	THE GOLDMAN SACHS GROUP, INC.

	By:	/s/Jamison Yardley
		Name: Jamison Yardley
		Title: Attorney-in-fact

	GOLDMAN SACHS & CO. LLC

	By:	/s/Jamison Yardley
		Name: Jamison Yardley
		Title: Attorney-in-fact

	BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.

	By:	/s/Jamison Yardley
		Name: Jamison Yardley
		Title: Attorney-in-fact

	BRIDGE Street Opportunity Advisors, L.L.C.

	By:	/s/Jamison Yardley
		Name: Jamison Yardley
		Title: Attorney-in-fact

	STONEBRIDGE 2017, L.P.

	By:	/s/Jamison Yardley
		Name: Jamison Yardley
		Title: Attorney-in-fact

	STONEBRIDGE 2017 OFFSHORE, L.P.

	By:	/s/Jamison Yardley
		Name: Jamison Yardley
		Title: Attorney-in-fact

	STONEBRIDGE 2018, L.P.

	By:	/s/Jamison Yardley
		Name: Jamison Yardley
		Title: Attorney-in-fact

	STONEBRIDGE 2018 OFFSHORE, L.P.

	By:	/s/Jamison Yardley
		Name: Jamison Yardley
		Title: Attorney-in-fact

	VWR PARTNERS, L.P.

	By:	/s/Jamison Yardley
		Name: Jamison Yardley
		Title: Attorney-in-fact

SCHEDULE II-A

The name and principal occupation of each member of the Corporate Investment Committee of the Merchant Banking Division of Goldman Sachs & Co. LLC, which exercises the authority of Goldman Sachs & Co. LLC in managing BSPI, Bridge Street and each of the GS Funds.

The business address for each member listed below is c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, except as follows: The business address of Joe DiSabato is 555 California Street, 45th Floor, San Francisco, CA 94104. The business address of each of Michael Bruun, Matthias Hieber, James Reynolds and Michele Titi-Cappelli is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui and Xiang Fan is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong.

All members listed below are United States citizens, except as follows: Stephanie Hui and Julian Salisbury are citizens of the United Kingdom; James Reynolds is a citizen of France; Adrian M. Jones is a citizen of Ireland; Matthias Hieber is a citizen of Austria; Nicole Agnew and Chris Kojima are citizens of Canada; Michele Titi-Cappelli is a citizen of Italy; Xiang Fan is a citizen of the People’s Republic of China and Michael Bruun is a citizen of Denmark.

Name	Present Principal Occupation

Richard A. Friedman	Managing Director of Goldman Sachs & Co. LLC
Nicole Agnew	Managing Director of Goldman Sachs & Co. LLC
Michael Bruun	Managing Director of Goldman Sachs International
Thomas G. Connolly	Managing Director of Goldman Sachs & Co. LLC
Christopher A. Crampton	Managing Director of Goldman Sachs & Co. LLC
Joe DiSabato	Managing Director of Goldman Sachs & Co. LLC
Charles H. Gailliot	Managing Director of Goldman Sachs & Co. LLC
Bradley J. Gross	Managing Director of Goldman Sachs & Co. LLC
Matthias Hieber	Managing Director of Goldman Sachs International
Stephanie Hui	Managing Director of Goldman Sachs (Asia) L.L.C.
Adrian M. Jones	Managing Director of Goldman Sachs & Co. LLC
Michael E. Koester	Managing Director of Goldman Sachs & Co. LLC
Scott Lebovitz	Managing Director of Goldman Sachs & Co. LLC
Jo Natauri	Managing Director of Goldman Sachs & Co. LLC
James Reynolds	Managing Director of Goldman Sachs International
David Thomas	Managing Director of Goldman Sachs & Co. LLC
Anthony Arnold	Managing Director of Goldman Sachs & Co. LLC
Michele Titi-Cappelli	Managing Director of Goldman Sachs International
Laurie Schmidt	Managing Director of Goldman Sachs & Co. LLC
Xiang Fan	Managing Director of Goldman Sachs (Asia) L.L.C.
Milton Millman	Managing Director of Goldman Sachs & Co. LLC
Julian Salisbury	Managing Director of Goldman Sachs & Co. LLC
Chris Kojima	Managing Director of Goldman Sachs & Co. LLC
Harvey Shapiro	Managing Director of Goldman Sachs & Co. LLC
Danielle Natoli	Managing Director of Goldman Sachs & Co. LLC
Carmine Venezia	Managing Director of Goldman Sachs & Co. LLC
Thomas McAndrew	Managing Director of Goldman Sachs & Co. LLC
Kenneth Pontarelli	Managing Director of Goldman Sachs & Co. LLC

SCHEDULE II-B

The name, position and present principal occupation of each executive officer of (i) BSPI, and (ii) Bridge Street, are set forth below.

The business address for all the executive officers listed below is c/o Goldman Sachs & Co., 200 West Street, New York, New York 10282, except as follows: The business address of each of Philippe Camu, James H. Reynolds, Matteo Botto Poala, Michael Bruun, Alex Mignotte, Ana Estrada Lopez, Amitayush Bahri, Richard Spencer, Mike Ebeling, Matthias Hieber, Michele Titi-Cappelli, Maximilliano Ramirez-Espain, Tim Campbell, Emilie Railhac, James Garman and Heather Mulahasani is Plumtree Court, 25 Shoe Lane, London EC4A 4AU, England. The business address of each of Stephanie Hui, Xiang Fan, Michael Hui and Jay Hyun Lee is Cheung Kong Center, 68th Floor, 2 Queens Road, Central, Hong Kong. The business address of each of Joseph P. DiSabato and David Campbell is 555 California Street, San Francisco, CA 94104. The business address of Michael Watts, Barry Olson, Chance Monroe, Kyle Kendall, James Huckaby, Clayton Wilmer and Daniel Farrar is 2001 Ross Avenue, Suite 2800, Dallas, TX 75201. The business address of Bin Zhu is Winland International Center, 7 Finance Street, Xicheng District, Beijing 100033, People’s Republic of China. The business address of Johanna Volpi is 30 Hudson Street, Jersey City, NJ 07302 The business address of Cristiano Camargo is Rua Leopoldo Couto Magalhaes Junior 700, 16 andar, Itaimi Bibi, 04542-000 Sao Paulo-SP, Brazil.

All executive officers listed below are United States citizens, except as follows: James H. Reynolds, Alex Mignotte, Emilie Railhac and Cedric Lucas are citizens of France; Adrian M. Jones is a citizen of Ireland; Mike Ebeling is a citizen of Germany; Anthony Arnold, Tim Campbell, James Garman, Heather Mulahasani, Richard Spencer and Stephanie Hui are citizens of the United Kingdom; Philippe Camu is a citizen of Belgium; Matteo Botto Poala and Michele Titi-Cappelli are citizens of Italy; Maximilliano Ramirez-Espain and Ana Estrada Lopez are citizens of Spain, Michael Bruun is a citizen of Denmark, Harsh Nanda and Amitayush Bahri are citizens of India, David Campbell is a citizen of Australia, Nicole Agnew is a citizen of Canada, Matthias Hieber is a citizen of Austria, Cristiano Camargo is a citizen of Brazil, Xiang Fan is a citizen of the People’s Republic of China and Michael Hui and Bin Zhu are citizens of the People’s Republic of China (Hong Kong permanent resident). Jay Hyun Lee is a citizen of the Republic of Korea.

Name	Position	Present Principal Occupation

Richard A. Friedman	President	Managing Director of Goldman Sachs & Co. LLC
Philippe Camu	Vice President	Managing Director of Goldman Sachs International
Thomas G. Connolly	Vice President	Managing Director of Goldman Sachs & Co. LLC
Joseph P. DiSabato	Vice President	Managing Director of Goldman Sachs & Co. LLC
James R. Garman	Vice President	Managing Director of Goldman Sachs International
Bradley J. Gross	Vice President	Managing Director of Goldman Sachs & Co. LLC
Matthias Hieber	Vice President	Managing Director of Goldman Sachs International
Stephanie Hui	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
Adrian M. Jones	Vice President	Managing Director of Goldman Sachs & Co. LLC
Alan Kava	Vice President	Managing Director of Goldman Sachs & Co. LLC
Michael E. Koester	Vice President	Managing Director of Goldman Sachs & Co. LLC
Scott Lebovitz	Vice President	Managing Director of Goldman Sachs & Co. LLC
Heather L. Mulahasani	Vice President	Managing Director of Goldman Sachs International
James H. Reynolds	Vice President	Managing Director of Goldman Sachs International
Richard Spencer	Vice President	Managing Director of Goldman Sachs International
Peter A. Weidman	Vice President	Managing Director of Goldman Sachs & Co. LLC
Nicole Agnew	Vice President	Managing Director of Goldman Sachs & Co. LLC
Kirsten Anthony	Vice President	Managing Director of Goldman Sachs & Co. LLC
Anthony Arnold	Vice President	Managing Director of Goldman Sachs & Co. LLC
Amitayush Bahri	Vice President	Managing Director of Goldman Sachs International
Allison Beller	Vice President	Managing Director of Goldman Sachs & Co. LLC
Matteo Botto Poala	Vice President	Managing Director of Goldman Sachs International
Michael Bruun	Vice President	Managing Director of Goldman Sachs International
Cristiano Camargo	Vice President	Managing Director of Goldman Sachs do Brasil Banco Múltiplo S.A.
David Campbell	Vice President	Managing Director of Goldman Sachs & Co. LLC

Tim Campbell	Vice President	Managing Director of Goldman Sachs International
David Castelblanco	Vice President	Managing Director of Goldman Sachs & Co. LLC
Christopher A. Crampton	Vice President	Managing Director of Goldman Sachs & Co. LLC
Alexander Cheek	Vice President	Managing Director of Goldman Sachs & Co. LLC
Mike Ebeling	Vice President	Managing Director of Goldman Sachs International
Xiang Fan	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
Jeffrey M. Fine	Vice President	Managing Director of Goldman Sachs & Co. LLC
Charles H. Gailliot	Vice President	Managing Director of Goldman Sachs & Co. LLC
Ana Estrada Lopez	Vice President	Managing Director of Goldman Sachs International
James Huckaby	Vice President	Managing Director of Goldman Sachs & Co. LLC
Michael Hui	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
Jonathan Hunt	Vice President	Managing Director of Goldman Sachs & Co. LLC
Kyle Kendall	Vice President	Managing Director of Goldman Sachs & Co. LLC
Jay Hyun Lee	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
Lee Levy	Vice President	Managing Director of Goldman Sachs & Co. LLC
Alexandre Mignotte	Vice President	Managing Director of Goldman Sachs International
Christopher Monroe	Vice President	Managing Director of Goldman Sachs & Co. LLC
Harsh Nanda	Vice President	Managing Director of Goldman Sachs & Co. LLC
Barry Olson	Vice President	Managing Director of Goldman Sachs & Co. LLC
Emilie Railhac	Vice President	Managing Director of Goldman Sachs International
Andrew Rhee	Vice President	Managing Director of Goldman Sachs & Co. LLC
Leonard Seevers	Vice President	Managing Director of Goldman Sachs & Co. LLC
Gabriella Skirnick	Vice President	Managing Director of Goldman Sachs & Co. LLC
Michele Titi-Cappelli	Vice President	Managing Director of Goldman Sachs International
Peter Vermette	Vice President	Managing Director of Goldman Sachs & Co. LLC
Mark Wetzel	Vice President	Managing Director of Goldman Sachs & Co. LLC
Bin Zhu	Vice President	Managing Director of Goldman Sachs (Asia) L.L.C.
Maximilliano Ramirez-Espain	Vice President	Managing Director of Goldman Sachs International
Michael Watts	Vice President	Managing Director of Goldman Sachs & Co. LLC
Laurie E. Schmidt	Vice President and Treasurer	Managing Director of Goldman Sachs & Co. LLC
Susan Hodgkinson	Vice President and Secretary	Managing Director of Goldman Sachs & Co. LLC
William Y Eng	Vice President	Vice President of Goldman Sachs & Co. LLC
Scott Kilpatrick	Vice President	Vice President of Goldman Sachs & Co. LLC
Clayton Wilmer	Vice President	Vice President of Goldman Sachs & Co. LLC
Wei Yan	Vice President	Managing Director of Goldman Sachs & Co. LLC
David Thomas	Vice President, Assistant Secretary & General Counsel	Managing Director of Goldman Sachs & Co. LLC
Harvey Shapiro	Vice President & Assistant Treasurer	Managing Director of Goldman Sachs & Co. LLC
Johanna Volpi	Vice President & Assistant Treasurer	Vice President of Goldman Sachs & Co. LLC
Daniel Farrar	Vice President & Assistant Treasurer	Vice President of Goldman Sachs & Co. LLC
Michael J. Perloff	Vice President	Managing Director of Goldman Sachs & Co. LLC
Getty Chin	Assistant Treasurer	Managing Director of Goldman Sachs & Co. LLC
Kirsten Frivold Imohiosen	Vice President & Assistant Treasurer	Managing Director of Goldman Sachs & Co. LLC
Alex Chi	Vice President	Managing Director of Goldman Sachs & Co. LLC
Jo Natauri	Vice President	Managing Director of Goldman Sachs & Co. LLC
Omar Chaudhary	Vice President	Managing Director of Goldman Sachs & Co. LLC
William Chen	Vice President	Managing Director of Goldman Sachs & Co. LLC
Cedric Lucas	Vice President	Managing Director of Goldman Sachs & Co. LLC
Brady Schuck	Vice President	Managing Director of Goldman Sachs & Co. LLC
Kerri Bagnaturo	Vice President	Vice President of Goldman Sachs & Co. LLC
Kenneth Pontarelli	Vice President	Managing Director of Goldman Sachs & Co. LLC

SCHEDULE III

The U.S. Securities and Exchange Commission (the “SEC”) has alleged that Goldman Sachs & Co. LLC (“Goldman Sachs”) violated Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by improperly relying on Goldman Sachs’s automated locate function in the order management system without having confirmed the availability of the securities to be located. In addition, the SEC alleged that Goldman Sachs employees did not provide sufficient and accurate information with respect to these locates in Goldman Sachs’s locate log, which must reflect the basis upon which Goldman Sachs provided the locates. The SEC alleged that Goldman Sachs willfully violated Rule 203(b)(1) of Regulation SHO and Section 17(a) of the Exchange Act. Without admitting or denying the violations, Goldman Sachs consented to the entry by the SEC of an Order Instituting Administrative and Cease-and-Desist Proceedings, pursuant to Sections 15(b) and 21C of the Exchange Act, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Release No. 34-76899, Jan. 14, 2016). Pursuant to the Order, Goldman Sachs must cease and desist from committing or causing any violations and any future violations of Rule 203(b)(1) of Regulation SHO, and any violations and any future violations of Section 17(a) of the Exchange Act and Rule 203(b)(1)(iii) thereunder relating to short sale locate records. Also pursuant to the Order, Goldman Sachs was censured and paid a civil money penalty in the amount of $15,000,000 on January 20, 2016. The SEC stated that, in determining to accept Goldman Sachs’s offer of settlement, it considered certain remedial acts taken by Goldman Sachs.

On October 22, 2020, The Goldman Sachs Group, Inc. (“GS Group”) entered into an order instituting cease and desist proceedings with the SEC, which alleged GS Group failed to reasonably maintain a sufficient system of internal accounting controls between 2012 and 2015 with respect to the process by which it reviewed and approved the commitment of firm capital in large, significant and complex transitions, such as the three bond offerings for 1Malaysia Development Berhad (“1MBD”), and that documentation prepared in connection with the 1MDB transactions did not accurately reflect certain aspects of the bond offerings, including the involvement of a third party intermediary in the offerings. GS Group has agreed to pay a civil money penalty in the amount of $400,000,000 and disgorgement of $606,300,000.

SCHEDULE IV

All transactions disclosed in this Schedule IV were effected by Goldman Sachs & Co. LLC either (x) acting in its capacity as an underwriter in the SEC-registered public offering of shares of common stock of Avantor, Inc. that closed on November 10, 2020 or (y) acting as agent on behalf of an international affiliate that had entered into a riskless principal trade in connection with client trade facilitation in the ordinary course of its business.¹

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
9/29/20	10/1/20	5,222	B	22.50
9/29/20	10/1/20	5,222	S	22.50
11/5/20	11/10/20	71,569,765	B	24.81
11/6/20	11/10/20	914,000	S	24.98
11/6/20	11/10/20	338,000	S	25.25
11/6/20	11/10/20	71,000	S	24.98
11/6/20	11/10/20	7,156,975	B	24.81
11/6/20	11/10/20	319	S	25.25
11/6/20	11/10/20	2,057	S	25.25
11/6/20	11/10/20	1,596	S	25.25
11/6/20	11/10/20	816	S	25.25
11/6/20	11/10/20	106	S	25.25
11/6/20	11/10/20	106	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	1,136	S	25.25
11/6/20	11/10/20	3,839	S	25.25
11/6/20	11/10/20	2,318	S	25.25
11/6/20	11/10/20	1,495	S	25.25
11/6/20	11/10/20	2,348	S	25.25
11/6/20	11/10/20	75,000	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	11,352	S	25.25
11/6/20	11/10/20	24,057	S	25.25
11/6/20	11/10/20	20,931	S	25.25
11/6/20	11/10/20	10,110	S	25.25
11/6/20	11/10/20	5,850	S	25.25
11/6/20	11/10/20	43,500	S	25.25
11/6/20	11/10/20	650	S	25.25
11/6/20	11/10/20	2,000,000	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	700,000	S	25.25
11/6/20	11/10/20	700,000	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	15,770	S	25.25
11/6/20	11/10/20	129,100	S	25.25
11/6/20	11/10/20	300,000	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	300,000	S	25.25

The Reporting Person is currently analyzing additional trading activity in the Issuer’s equity securities and, if necessary, will file an amendment to its Schedule 13D as promptly as reasonably practicable once that analysis is complete.

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	10,400	S	25.25
11/6/20	11/10/20	973,000	S	25.25
11/6/20	11/10/20	28,900	S	25.25
11/6/20	11/10/20	590	S	25.25
11/6/20	11/10/20	25,000	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	4,724	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	15,000	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	43,000	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	136,369	S	25.25
11/6/20	11/10/20	252	S	25.25
11/6/20	11/10/20	100,709	S	25.25
11/6/20	11/10/20	27,754	S	25.25
11/6/20	11/10/20	4,908	S	25.25
11/6/20	11/10/20	1,341,066	S	25.25
11/6/20	11/10/20	445,713	S	25.25
11/6/20	11/10/20	13,925	S	25.25
11/6/20	11/10/20	540	S	25.25
11/6/20	11/10/20	55,637	S	25.25
11/6/20	11/10/20	69,000	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	636	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	519,100	S	25.25
11/6/20	11/10/20	458,553	S	25.25
11/6/20	11/10/20	27,066	S	25.25
11/6/20	11/10/20	13,631	S	25.25
11/6/20	11/10/20	1,000,000	S	25.25
11/6/20	11/10/20	101,723	S	25.25
11/6/20	11/10/20	29,821	S	25.25
11/6/20	11/10/20	905	S	25.25
11/6/20	11/10/20	54,245	S	25.25
11/6/20	11/10/20	100	S	25.25
11/6/20	11/10/20	20,297	S	25.25
11/6/20	11/10/20	175,200	S	25.25
11/6/20	11/10/20	4,064	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	17,783	S	25.25
11/6/20	11/10/20	1,959	S	25.25
11/6/20	11/10/20	22,687	S	25.25
11/6/20	11/10/20	56	S	25.25
11/6/20	11/10/20	4,700	S	25.25
11/6/20	11/10/20	7,175	S	25.25
11/6/20	11/10/20	24,242	S	25.25
11/6/20	11/10/20	348,720	S	25.25
11/6/20	11/10/20	1,919	S	25.25
11/6/20	11/10/20	15,798	S	25.25
11/6/20	11/10/20	9,863	S	25.25
11/6/20	11/10/20	339,100	S	25.25
11/6/20	11/10/20	303,873	S	25.25
11/6/20	11/10/20	139,526	S	25.25
11/6/20	11/10/20	10,400	S	25.25
11/6/20	11/10/20	30,633	S	25.25
11/6/20	11/10/20	17,900	S	25.25
11/6/20	11/10/20	130	S	25.25
11/6/20	11/10/20	100,000	S	25.25
11/6/20	11/10/20	352,564	S	25.25
11/6/20	11/10/20	1,044	S	25.25
11/6/20	11/10/20	770	S	25.25
11/6/20	11/10/20	18,800	S	25.25
11/6/20	11/10/20	300,000	S	25.25
11/6/20	11/10/20	33,103	S	25.25
11/6/20	11/10/20	1,040	S	25.25
11/6/20	11/10/20	2,850	S	25.25
11/6/20	11/10/20	100	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	1,065	S	25.25
11/6/20	11/10/20	10,500	S	25.25
11/6/20	11/10/20	77,400	S	25.25
11/6/20	11/10/20	23,000	S	25.25
11/6/20	11/10/20	18,900	S	25.25
11/6/20	11/10/20	19,100	S	25.25
11/6/20	11/10/20	2,462	S	25.25
11/6/20	11/10/20	404,600	S	25.25
11/6/20	11/10/20	672	S	25.25
11/6/20	11/10/20	37,200	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	10,900	S	25.25
11/6/20	11/10/20	19,400	S	25.25
11/6/20	11/10/20	935	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	58,127	S	25.25
11/6/20	11/10/20	1,828	S	25.25
11/6/20	11/10/20	10,258	S	25.25
11/6/20	11/10/20	93,761	S	25.25
11/6/20	11/10/20	783	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	1,488	S	25.25
11/6/20	11/10/20	71	S	25.25
11/6/20	11/10/20	972,796	S	25.25
11/6/20	11/10/20	4,618	S	25.25
11/6/20	11/10/20	1,806	S	25.25
11/6/20	11/10/20	315	S	25.25
11/6/20	11/10/20	2,500	S	25.25
11/6/20	11/10/20	3,975	S	25.25
11/6/20	11/10/20	150,000	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	2,000	S	25.25
11/6/20	11/10/20	11,250	S	25.25
11/6/20	11/10/20	2,794	S	25.25
11/6/20	11/10/20	194,601	S	25.25
11/6/20	11/10/20	212,627	S	25.25
11/6/20	11/10/20	21,960	S	25.25
11/6/20	11/10/20	890	S	25.25
11/6/20	11/10/20	51,984	S	25.25
11/6/20	11/10/20	419,107	S	25.25
11/6/20	11/10/20	9,563	S	25.25
11/6/20	11/10/20	32,560	S	25.25
11/6/20	11/10/20	234,594	S	25.25
11/6/20	11/10/20	6,447	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	79,452	S	25.25
11/6/20	11/10/20	20,917	S	25.25
11/6/20	11/10/20	890,151	S	25.25
11/6/20	11/10/20	146,683	S	25.25
11/6/20	11/10/20	34,956	S	25.25
11/6/20	11/10/20	72,517	S	25.25
11/6/20	11/10/20	261,175	S	25.25
11/6/20	11/10/20	199,738	S	25.25
11/6/20	11/10/20	17,204	S	25.25
11/6/20	11/10/20	82,107	S	25.25
11/6/20	11/10/20	13,664	S	25.25
11/6/20	11/10/20	3,028	S	25.25
11/6/20	11/10/20	5,638	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	242	S	25.25
11/6/20	11/10/20	23,032	S	25.25
11/6/20	11/10/20	20	B	26.86
11/6/20	11/10/20	16,941	S	25.25
11/6/20	11/10/20	65,505	S	25.25
11/6/20	11/10/20	29,906	S	25.25
11/6/20	11/10/20	116,290	S	25.25
11/6/20	11/10/20	184,015	S	25.25
11/6/20	11/10/20	139,374	S	25.25
11/6/20	11/10/20	123,334	S	25.25
11/6/20	11/10/20	1,686,131	S	25.25
11/6/20	11/10/20	24,053	S	25.25
11/6/20	11/10/20	15,329	S	25.25
11/6/20	11/10/20	9,087	S	25.25
11/6/20	11/10/20	2,250	S	25.25
11/6/20	11/10/20	19,197	S	25.25
11/6/20	11/10/20	58,599	S	25.25
11/6/20	11/10/20	3,284	S	25.25
11/6/20	11/10/20	2,203	S	25.25
11/6/20	11/10/20	3,240	S	25.25
11/6/20	11/10/20	10,702	S	25.25
11/6/20	11/10/20	7,455	S	25.25
11/6/20	11/10/20	9,255	S	25.25
11/6/20	11/10/20	16,311	S	25.25
11/6/20	11/10/20	5,374	S	25.25
11/6/20	11/10/20	22,072	S	25.25
11/6/20	11/10/20	8,806	S	25.25
11/6/20	11/10/20	7,255	S	25.25
11/6/20	11/10/20	164,032	S	25.25
11/6/20	11/10/20	43,465	S	25.25
11/6/20	11/10/20	123,503	S	25.25
11/6/20	11/10/20	236,581	S	25.25
11/6/20	11/10/20	5,931	S	25.25
11/6/20	11/10/20	1,789	S	25.25
11/6/20	11/10/20	13,275	S	25.25
11/6/20	11/10/20	24,565	S	25.25
11/6/20	11/10/20	4,275	S	25.25
11/6/20	11/10/20	16,156	S	25.25
11/6/20	11/10/20	13,581	S	25.25
11/6/20	11/10/20	8,052	S	25.25
11/6/20	11/10/20	1,954	S	25.25
11/6/20	11/10/20	7,528	S	25.25
11/6/20	11/10/20	37,273	S	25.25
11/6/20	11/10/20	40,320	S	25.25
11/6/20	11/10/20	5,750	S	25.25
11/6/20	11/10/20	3,145	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	3,806	S	25.25
11/6/20	11/10/20	6,292	S	25.25
11/6/20	11/10/20	42,357	S	25.25
11/6/20	11/10/20	27,682	S	25.25
11/6/20	11/10/20	14,204	S	25.25
11/6/20	11/10/20	2,208	S	25.25
11/6/20	11/10/20	15,446	S	25.25
11/6/20	11/10/20	2,603	S	25.25
11/6/20	11/10/20	3,107	S	25.25
11/6/20	11/10/20	12,568	S	25.25
11/6/20	11/10/20	1,740	S	25.25
11/6/20	11/10/20	14,187	S	25.25
11/6/20	11/10/20	50,167	S	25.25
11/6/20	11/10/20	19,950	S	25.25
11/6/20	11/10/20	4,143	S	25.25
11/6/20	11/10/20	23,841	S	25.25
11/6/20	11/10/20	3,601	S	25.25
11/6/20	11/10/20	451	S	25.25
11/6/20	11/10/20	947	S	25.25
11/6/20	11/10/20	11,243	S	25.25
11/6/20	11/10/20	4,114	S	25.25
11/6/20	11/10/20	16,311	S	25.25
11/6/20	11/10/20	180	S	25.25
11/6/20	11/10/20	22,296	S	25.25
11/6/20	11/10/20	17,944	S	25.25
11/6/20	11/10/20	6,960	S	25.25
11/6/20	11/10/20	24,086	S	25.25
11/6/20	11/10/20	2,409	S	25.25
11/6/20	11/10/20	1,930	S	25.25
11/6/20	11/10/20	3,969	S	25.25
11/6/20	11/10/20	4,819	S	25.25
11/6/20	11/10/20	3,856	S	25.25
11/6/20	11/10/20	18,653	S	25.25
11/6/20	11/10/20	9,435	S	25.25
11/6/20	11/10/20	12,909	S	25.25
11/6/20	11/10/20	6,499	S	25.25
11/6/20	11/10/20	9,165	S	25.25
11/6/20	11/10/20	80,451	S	25.25
11/6/20	11/10/20	8,468	S	25.25
11/6/20	11/10/20	68,619	S	25.25
11/6/20	11/10/20	14,120	S	25.25
11/6/20	11/10/20	3,479	S	25.25
11/6/20	11/10/20	7,989	S	25.25
11/6/20	11/10/20	6,944	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	5,910	S	25.25
11/6/20	11/10/20	6,833	S	25.25
11/6/20	11/10/20	7,576	S	25.25
11/6/20	11/10/20	293,376	S	25.25
11/6/20	11/10/20	6,875	S	25.25
11/6/20	11/10/20	186,265	S	25.25
11/6/20	11/10/20	5,792	S	25.25
11/6/20	11/10/20	21,005	S	25.25
11/6/20	11/10/20	295,998	S	25.25
11/6/20	11/10/20	2,677	S	25.25
11/6/20	11/10/20	28,484	S	25.25
11/6/20	11/10/20	292	S	25.25
11/6/20	11/10/20	6,422	S	25.25
11/6/20	11/10/20	536,632	S	25.25
11/6/20	11/10/20	2,410	S	25.25
11/6/20	11/10/20	3,415	S	25.25
11/6/20	11/10/20	1,359,724	S	25.25
11/6/20	11/10/20	6,365	S	25.25
11/6/20	11/10/20	9,688	S	25.25
11/6/20	11/10/20	5,060,943	S	25.25
11/6/20	11/10/20	13,357	S	25.25
11/6/20	11/10/20	785	S	25.25
11/6/20	11/10/20	725,520	S	25.25
11/6/20	11/10/20	165,017	S	25.25
11/6/20	11/10/20	9,700	S	25.25
11/6/20	11/10/20	91,733	S	25.25
11/6/20	11/10/20	41,236	S	25.25
11/6/20	11/10/20	293,793	S	25.25
11/6/20	11/10/20	424	S	25.25
11/6/20	11/10/20	225	S	25.25
11/6/20	11/10/20	1,639	S	25.25
11/6/20	11/10/20	2,039	S	25.25
11/6/20	11/10/20	4,055	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	14,879	S	25.25
11/6/20	11/10/20	9,518	S	25.25
11/6/20	11/10/20	200,000	S	25.25
11/6/20	11/10/20	10,000,000	S	25.25
11/6/20	11/10/20	1,190	S	25.25
11/6/20	11/10/20	3,445	S	25.25
11/6/20	11/10/20	10,365	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	100,000	S	25.25
11/6/20	11/10/20	146	S	25.25
11/6/20	11/10/20	157	S	25.25
11/6/20	11/10/20	156	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	100	S	25.25
11/6/20	11/10/20	1,915	S	25.25
11/6/20	11/10/20	906	S	25.25
11/6/20	11/10/20	1,620	S	25.25
11/6/20	11/10/20	16,185	S	25.25
11/6/20	11/10/20	33,815	S	25.25
11/6/20	11/10/20	150,000	S	25.25
11/6/20	11/10/20	400,000	S	25.25
11/6/20	11/10/20	25,000	S	25.25
11/6/20	11/10/20	200,000	S	25.25
11/6/20	11/10/20	2,000,000	S	25.25
11/6/20	11/10/20	1,488,095	S	25.25
11/6/20	11/10/20	75,000	S	25.25
11/6/20	11/10/20	200,000	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	800,000	S	25.25
11/6/20	11/10/20	19,999	S	25.25
11/6/20	11/10/20	313	S	25.25
11/6/20	11/10/20	428	S	25.25
11/6/20	11/10/20	3,939	S	25.25
11/6/20	11/10/20	4,184	S	25.25
11/6/20	11/10/20	3,475	S	25.25
11/6/20	11/10/20	5,625	S	25.25
11/6/20	11/10/20	12,675	S	25.25
11/6/20	11/10/20	1,345,800	S	25.25
11/6/20	11/10/20	99,010	S	25.25
11/6/20	11/10/20	200,990	S	25.25
11/6/20	11/10/20	92,181	S	25.25
11/6/20	11/10/20	5	S	25.25
11/6/20	11/10/20	235,133	S	25.25
11/6/20	11/10/20	166,847	S	25.25
11/6/20	11/10/20	660	S	25.25
11/6/20	11/10/20	1,110	S	25.25
11/6/20	11/10/20	2,000,800	S	25.25
11/6/20	11/10/20	25,000	S	25.25
11/6/20	11/10/20	24,060	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	221,389	S	25.25
11/6/20	11/10/20	88,405	S	25.25
11/6/20	11/10/20	396,040	S	25.25
11/6/20	11/10/20	2,750	S	25.25
11/6/20	11/10/20	10,594	S	25.25
11/6/20	11/10/20	5,426	S	25.25
11/6/20	11/10/20	6,939	S	25.25
11/6/20	11/10/20	2,330	S	25.25
11/6/20	11/10/20	9,690	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	1,488	S	25.25
11/6/20	11/10/20	6,794	S	25.25
11/6/20	11/10/20	154,400	S	25.25
11/6/20	11/10/20	272,600	S	25.25
11/6/20	11/10/20	3,530	S	25.25
11/6/20	11/10/20	671,717	S	25.25
11/6/20	11/10/20	23,980	S	25.25
11/6/20	11/10/20	363,457	S	25.25
11/6/20	11/10/20	119	S	25.25
11/6/20	11/10/20	1,656	S	25.25
11/6/20	11/10/20	45,000	S	25.25
11/6/20	11/10/20	20,000	S	25.25
11/6/20	11/10/20	125,326	S	25.25
11/6/20	11/10/20	122,700	S	25.25
11/6/20	11/10/20	113,601	S	25.25
11/6/20	11/10/20	18,300	S	25.25
11/6/20	11/10/20	23,863	S	25.25
11/6/20	11/10/20	36,600	S	25.25
11/6/20	11/10/20	154,400	S	25.25
11/6/20	11/10/20	36,600	S	25.25
11/6/20	11/10/20	40,000	S	25.25
11/6/20	11/10/20	40,000	S	25.25
11/6/20	11/10/20	20,000	S	25.25
11/6/20	11/10/20	205,199	S	25.25
11/6/20	11/10/20	99,010	S	25.25
11/6/20	11/10/20	32,011	S	25.25
11/6/20	11/10/20	29,703	S	25.25
11/6/20	11/10/20	4,000,000	S	25.25
11/6/20	11/10/20	200,000	S	25.25
11/6/20	11/10/20	200,000	S	25.25
11/6/20	11/10/20	45,263	S	25.25
11/6/20	11/10/20	449	S	25.25
11/6/20	11/10/20	3,671	S	25.25
11/6/20	11/10/20	5,440	S	25.25
11/6/20	11/10/20	265	S	25.25
11/6/20	11/10/20	1,009	S	25.25
11/6/20	11/10/20	573	S	25.25
11/6/20	11/10/20	271,531	S	25.25
11/6/20	11/10/20	556,402	S	25.25
11/6/20	11/10/20	19,927	S	25.25
11/6/20	11/10/20	28,696	S	25.25
11/6/20	11/10/20	396,040	S	25.25
11/6/20	11/10/20	49,505	S	25.25
11/6/20	11/10/20	198,020	S	25.25
11/6/20	11/10/20	221,782	S	25.25
11/6/20	11/10/20	858,432	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	118,812	S	25.25
11/6/20	11/10/20	10,019	S	25.25
11/6/20	11/10/20	35,992	S	25.25
11/6/20	11/10/20	4,008	S	25.25
11/6/20	11/10/20	35,992	S	25.25
11/6/20	11/10/20	2,004	S	25.25
11/6/20	11/10/20	1	S	25.25
11/6/20	11/10/20	89,981	S	25.25
11/6/20	11/10/20	17,996	S	25.25
11/6/20	11/10/20	1,891	S	25.25
11/6/20	11/10/20	1	S	25.25
11/6/20	11/10/20	2,105	S	25.25
11/6/20	11/10/20	40,000	S	25.25
11/6/20	11/10/20	40,000	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	1,500,000	S	25.25
11/6/20	11/10/20	133,320	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	32,535	S	25.25
11/6/20	11/10/20	10	S	25.25
11/6/20	11/10/20	77,949	S	25.25
11/6/20	11/10/20	122,051	S	25.25
11/6/20	11/10/20	1,100	S	25.25
11/6/20	11/10/20	400	S	25.25
11/6/20	11/10/20	1,900	S	25.25
11/6/20	11/10/20	3,500	S	25.25
11/6/20	11/10/20	3,600	S	25.25
11/6/20	11/10/20	500	S	25.25
11/6/20	11/10/20	14,500	S	25.25
11/6/20	11/10/20	3,700	S	25.25
11/6/20	11/10/20	7,500	S	25.25
11/6/20	11/10/20	3,100	S	25.25
11/6/20	11/10/20	2,600	S	25.25
11/6/20	11/10/20	950	S	25.25
11/6/20	11/10/20	1,600	S	25.25
11/6/20	11/10/20	3,500	S	25.25
11/6/20	11/10/20	900	S	25.25
11/6/20	11/10/20	3,200	S	25.25
11/6/20	11/10/20	19,500	S	25.25
11/6/20	11/10/20	14,000	S	25.25
11/6/20	11/10/20	5,400	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	5,600	S	25.25
11/6/20	11/10/20	4,700	S	25.25
11/6/20	11/10/20	6,700	S	25.25
11/6/20	11/10/20	1,200	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	15,000	S	25.25
11/6/20	11/10/20	7,500	S	25.25
11/6/20	11/10/20	12,500	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	8,400	S	25.25
11/6/20	11/10/20	1,100	S	25.25
11/6/20	11/10/20	500	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	1,400	S	25.25
11/6/20	11/10/20	1,400	S	25.25
11/6/20	11/10/20	5,400	S	25.25
11/6/20	11/10/20	3,500	S	25.25
11/6/20	11/10/20	1,400	S	25.25
11/6/20	11/10/20	9,500	S	25.25
11/6/20	11/10/20	11,500	S	25.25
11/6/20	11/10/20	4,000	S	25.25
11/6/20	11/10/20	8,100	S	25.25
11/6/20	11/10/20	1,200	S	25.25
11/6/20	11/10/20	5,800	S	25.25
11/6/20	11/10/20	9,500	S	25.25
11/6/20	11/10/20	9,500	S	25.25
11/6/20	11/10/20	11,000	S	25.25
11/6/20	11/10/20	7,700	S	25.25
11/6/20	11/10/20	29,000	S	25.25
11/6/20	11/10/20	450	S	25.25
11/6/20	11/10/20	450	S	25.25
11/6/20	11/10/20	1,400	S	25.25
11/6/20	11/10/20	2,200	S	25.25
11/6/20	11/10/20	2,400	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	1,600	S	25.25
11/6/20	11/10/20	1,100	S	25.25
11/6/20	11/10/20	3,700	S	25.25
11/6/20	11/10/20	2,800	S	25.25
11/6/20	11/10/20	1,400	S	25.25
11/6/20	11/10/20	2,100	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	1,100	S	25.25
11/6/20	11/10/20	14,000	S	25.25
11/6/20	11/10/20	6,600	S	25.25
11/6/20	11/10/20	11,500	S	25.25
11/6/20	11/10/20	5,600	S	25.25
11/6/20	11/10/20	11,500	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	1,100	S	25.25
11/6/20	11/10/20	5,300	S	25.25
11/6/20	11/10/20	11,000	S	25.25
11/6/20	11/10/20	2,100	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	900	S	25.25
11/6/20	11/10/20	1,100	S	25.25
11/6/20	11/10/20	900	S	25.25
11/6/20	11/10/20	6,400	S	25.25
11/6/20	11/10/20	6,900	S	25.25
11/6/20	11/10/20	650	S	25.25
11/6/20	11/10/20	12,500	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	9,000	S	25.25
11/6/20	11/10/20	9,500	S	25.25
11/6/20	11/10/20	8,200	S	25.25
11/6/20	11/10/20	100	S	25.25
11/6/20	11/10/20	4,000	S	25.25
11/6/20	11/10/20	3,900	S	25.25
11/6/20	11/10/20	3,100	S	25.25
11/6/20	11/10/20	2,900	S	25.25
11/6/20	11/10/20	3,000	S	25.25
11/6/20	11/10/20	2,900	S	25.25
11/6/20	11/10/20	2,600	S	25.25
11/6/20	11/10/20	5,400	S	25.25
11/6/20	11/10/20	15,000	S	25.25
11/6/20	11/10/20	11,500	S	25.25
11/6/20	11/10/20	4,300	S	25.25
11/6/20	11/10/20	11,000	S	25.25
11/6/20	11/10/20	2,500	S	25.25
11/6/20	11/10/20	2,500	S	25.25
11/6/20	11/10/20	4,600	S	25.25
11/6/20	11/10/20	5,800	S	25.25
11/6/20	11/10/20	10,500	S	25.25
11/6/20	11/10/20	8,000	S	25.25
11/6/20	11/10/20	11,000	S	25.25
11/6/20	11/10/20	7,300	S	25.25
11/6/20	11/10/20	5,700	S	25.25
11/6/20	11/10/20	3,800	S	25.25
11/6/20	11/10/20	5,600	S	25.25
11/6/20	11/10/20	3,300	S	25.25
11/6/20	11/10/20	4,300	S	25.25
11/6/20	11/10/20	2,800	S	25.25
11/6/20	11/10/20	1,600	S	25.25
11/6/20	11/10/20	3,600	S	25.25
11/6/20	11/10/20	2,300	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	2,200	S	25.25
11/6/20	11/10/20	4,100	S	25.25
11/6/20	11/10/20	16,000	S	25.25
11/6/20	11/10/20	2,700	S	25.25
11/6/20	11/10/20	1,800	S	25.25
11/6/20	11/10/20	600	S	25.25
11/6/20	11/10/20	5,900	S	25.25
11/6/20	11/10/20	3,000	S	25.25
11/6/20	11/10/20	500	S	25.25
11/6/20	11/10/20	4,200	S	25.25
11/6/20	11/10/20	1,800	S	25.25
11/6/20	11/10/20	2,800	S	25.25
11/6/20	11/10/20	3,500	S	25.25
11/6/20	11/10/20	4,600	S	25.25
11/6/20	11/10/20	1,300	S	25.25
11/6/20	11/10/20	500	S	25.25
11/6/20	11/10/20	2,200	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	3,500	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	15,000	S	25.25
11/6/20	11/10/20	653,400	S	25.25
11/6/20	11/10/20	25,000	S	25.25
11/6/20	11/10/20	25,000	S	25.25
11/6/20	11/10/20	117,465	S	25.25
11/6/20	11/10/20	25,000	S	25.25
11/6/20	11/10/20	6,000	S	25.25
11/6/20	11/10/20	29,250	S	25.25
11/6/20	11/10/20	39,750	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	178,382	S	25.25
11/6/20	11/10/20	16,640	S	25.25
11/6/20	11/10/20	225,074	S	25.25
11/6/20	11/10/20	79,904	S	25.25
11/6/20	11/10/20	175,940	S	25.25
11/6/20	11/10/20	148,230	S	25.25
11/6/20	11/10/20	11,905	S	25.25
11/6/20	11/10/20	200,000	S	25.25
11/6/20	11/10/20	25,000	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	6,150	S	25.25
11/6/20	11/10/20	850	S	25.25
11/6/20	11/10/20	300	S	25.25
11/6/20	11/10/20	290	S	25.25
11/6/20	11/10/20	2,410	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	266,680	S	25.25
11/6/20	11/10/20	150,000	S	25.25
11/6/20	11/10/20	700,000	S	25.25
11/6/20	11/10/20	39,060	S	25.25
11/6/20	11/10/20	12,855	S	25.25
11/6/20	11/10/20	38,565	S	25.25
11/6/20	11/10/20	12,150	S	25.25
11/6/20	11/10/20	85,050	S	25.25
11/6/20	11/10/20	123,354	S	25.25
11/6/20	11/10/20	60,000	S	25.25
11/6/20	11/10/20	50,010	S	25.25
11/6/20	11/10/20	39,990	S	25.25
11/6/20	11/10/20	17,622	S	25.25
11/6/20	11/10/20	136,680	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	100,000	S	25.25
11/6/20	11/10/20	17,500	S	25.25
11/6/20	11/10/20	12,501	S	25.25
11/6/20	11/10/20	700,000	S	25.25
11/6/20	11/10/20	3,941	S	25.25
11/6/20	11/10/20	3,941	S	25.25
11/6/20	11/10/20	10,697	S	25.25
11/6/20	11/10/20	3,941	S	25.25
11/6/20	11/10/20	4,711	S	25.25
11/6/20	11/10/20	1,736	S	25.25
11/6/20	11/10/20	47,499	S	25.25
11/6/20	11/10/20	11,824	S	25.25
11/6/20	11/10/20	11,824	S	25.25
11/6/20	11/10/20	11,824	S	25.25
11/6/20	11/10/20	32,093	S	25.25
11/6/20	11/10/20	1,736	S	25.25
11/6/20	11/10/20	1,736	S	25.25
11/6/20	11/10/20	17,499	S	25.25
11/6/20	11/10/20	17,499	S	25.25
11/6/20	11/10/20	17,499	S	25.25
11/6/20	11/10/20	3,225	S	25.25
11/6/20	11/10/20	511	S	25.25
11/6/20	11/10/20	1,260	S	25.25
11/6/20	11/10/20	3,229	S	25.25
11/6/20	11/10/20	1,500,000	S	25.25
11/6/20	11/10/20	380,000	S	25.25
11/6/20	11/10/20	340,000	S	25.25
11/6/20	11/10/20	30,000	S	25.25
11/6/20	11/10/20	200,000	S	25.25
11/6/20	11/10/20	154,400	S	25.25
11/6/20	11/10/20	33,550	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	7,102	S	25.25
11/6/20	11/10/20	6,909	S	25.25
11/6/20	11/10/20	16,183	S	25.25
11/6/20	11/10/20	17,584	S	25.25
11/6/20	11/10/20	37,063	S	25.25
11/6/20	11/10/20	22,490	S	25.25
11/6/20	11/10/20	11,357	S	25.25
11/6/20	11/10/20	22,672	S	25.25
11/6/20	11/10/20	8,640	S	25.25
11/6/20	11/10/20	1,900	S	25.25
11/6/20	11/10/20	6,000	S	25.25
11/6/20	11/10/20	3,200	S	25.25
11/6/20	11/10/20	2,400	S	25.25
11/6/20	11/10/20	1,100	S	25.25
11/6/20	11/10/20	18,000	S	25.25
11/6/20	11/10/20	1,400	S	25.25
11/6/20	11/10/20	3,000	S	25.25
11/6/20	11/10/20	8,400	S	25.25
11/6/20	11/10/20	2,200	S	25.25
11/6/20	11/10/20	3,000	S	25.25
11/6/20	11/10/20	3,400	S	25.25
11/6/20	11/10/20	3,000	S	25.25
11/6/20	11/10/20	3,200	S	25.25
11/6/20	11/10/20	18,000	S	25.25
11/6/20	11/10/20	6,600	S	25.25
11/6/20	11/10/20	1,900	S	25.25
11/6/20	11/10/20	1,100	S	25.25
11/6/20	11/10/20	3,200	S	25.25
11/6/20	11/10/20	3,300	S	25.25
11/6/20	11/10/20	1,900	S	25.25
11/6/20	11/10/20	1,900	S	25.25
11/6/20	11/10/20	18,000	S	25.25
11/6/20	11/10/20	7,500	S	25.25
11/6/20	11/10/20	2,400	S	25.25
11/6/20	11/10/20	3,000	S	25.25
11/6/20	11/10/20	3,500	S	25.25
11/6/20	11/10/20	6,000	S	25.25
11/6/20	11/10/20	11,000	S	25.25
11/6/20	11/10/20	18,000	S	25.25
11/6/20	11/10/20	1,500	S	25.25
11/6/20	11/10/20	9,100	S	25.25
11/6/20	11/10/20	3,800	S	25.25
11/6/20	11/10/20	9,300	S	25.25
11/6/20	11/10/20	2,200	S	25.25
11/6/20	11/10/20	2,000	S	25.25
11/6/20	11/10/20	6,600	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	1,900	S	25.25
11/6/20	11/10/20	1,100	S	25.25
11/6/20	11/10/20	18,000	S	25.25
11/6/20	11/10/20	1,500	S	25.25
11/6/20	11/10/20	18,000	S	25.25
11/6/20	11/10/20	2,000	S	25.25
11/6/20	11/10/20	2,400	S	25.25
11/6/20	11/10/20	3,000	S	25.25
11/6/20	11/10/20	2,400	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	7,600	S	25.25
11/6/20	11/10/20	3,600	S	25.25
11/6/20	11/10/20	2,400	S	25.25
11/6/20	11/10/20	1,600	S	25.25
11/6/20	11/10/20	2,400	S	25.25
11/6/20	11/10/20	5,600	S	25.25
11/6/20	11/10/20	2,300	S	25.25
11/6/20	11/10/20	2,400	S	25.25
11/6/20	11/10/20	2,400	S	25.25
11/6/20	11/10/20	2,900	S	25.25
11/6/20	11/10/20	1,900	S	25.25
11/6/20	11/10/20	4,900	S	25.25
11/6/20	11/10/20	6,100	S	25.25
11/6/20	11/10/20	20,500	S	25.25
11/6/20	11/10/20	1,900	S	25.25
11/6/20	11/10/20	3,000	S	25.25
11/6/20	11/10/20	1,900	S	25.25
11/6/20	11/10/20	3,000	S	25.25
11/6/20	11/10/20	950	S	25.25
11/6/20	11/10/20	30,450	S	25.25
11/6/20	11/10/20	2,700	S	25.25
11/6/20	11/10/20	25,000	S	25.25
11/6/20	11/10/20	50,940	S	25.25
11/6/20	11/10/20	24,300	S	25.25
11/6/20	11/10/20	24,180	S	25.25
11/6/20	11/10/20	1,000,000	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	35,244	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	300,000	S	25.25
11/6/20	11/10/20	200,000	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	110,000	S	25.25
11/6/20	11/10/20	120,000	S	25.25
11/6/20	11/10/20	120,000	S	25.25

Trade Date	Settlement Date	Quantity	Buy/Sell	Price
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	603	S	25.25
11/6/20	11/10/20	3,980	S	25.25
11/6/20	11/10/20	7,893	S	25.25
11/6/20	11/10/20	3,083	S	25.25
11/6/20	11/10/20	33,534	S	25.25
11/6/20	11/10/20	700	S	25.25
11/6/20	11/10/20	8,100	S	25.25
11/6/20	11/10/20	700	S	25.25
11/6/20	11/10/20	500	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	75,000	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	44,399	S	25.25
11/6/20	11/10/20	614,754	S	25.25
11/6/20	11/10/20	90,847	S	25.25
11/6/20	11/10/20	1,333,333	S	25.25
11/6/20	11/10/20	666,667	S	25.25
11/6/20	11/10/20	1,000	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	5,000	S	25.25
11/6/20	11/10/20	10,000	S	25.25
11/6/20	11/10/20	1,914	S	25.25
11/6/20	11/10/20	5,613	S	25.25
11/6/20	11/10/20	1,894	S	25.25
11/6/20	11/10/20	10,579	S	25.25
11/6/20	11/10/20	50,000	S	25.25
11/6/20	11/10/20	2,300	S	25.25
11/6/20	11/10/20	3,800	S	25.25

EX-99.10 2 tm2035765d1_ex10.htm EXHIBIT 10

EXHIBIT 10

Lock-up Agreement

Avantor, Inc.

November 5, 2020

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

As Underwriters

c/o Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Re: Avantor, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (the “Underwriters”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”), with Avantor, Inc., a Delaware corporation (the “Company”) and the selling stockholders named in Schedule II thereto, providing for a public offering of the Common Stock of the Company (the “Shares”) pursuant to a Registration Statement on Form S-3 to be filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used but not defined herein shall have the meaning assigned to it in the Underwriting Agreement.

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 60 days after the date of the Underwriting Agreement (the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, without the prior written consent of the Underwriters, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of shares of Common Stock of the Company or options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company (a “Disposition”), whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned's Shares”), (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other Disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock of the Company or options, warrants, or other securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or other securities referred to in clause (i) above.

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed or other Shares the undersigned may purchase in the offering.

Notwithstanding the foregoing, no Disposition of the Undersigned’s Shares or other Company securities will be deemed to occur during the Lock-Up Period with respect to:

(A) transfers of the Undersigned’s Shares

	(i)	as a bona fide gift or gifts;

	(ii)	by will or other testamentary document, or intestacy;

	(iii)	to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

	(iv)	to any immediate family member, other dependent or any investment fund or other entity controlled or managed by the undersigned;

	(v)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (a) transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (b) distributions of the Undersigned’s Shares or any security convertible into or exercisable for Shares to limited partners, limited liability company members, stockholders or subsidiaries (or their equivalents under the jurisdiction of organization of the undersigned) of the undersigned; provided, that in the case of any transfer of Shares pursuant to this clause (v), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (v) and remain subject to a lock up agreement;

	(vi)	if the undersigned is a trust, to the beneficiary of such trust;

(vii)

to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi);

	(viii)	to the Company in connection with the repurchase of the Undersigned’s Shares upon termination of service of the undersigned;

	(ix)	to the extent necessary to fund, the payment of taxes due with respect to the vesting and/or exercise of restricted stock, stock options or similar rights to purchase Shares pursuant to the Company’s equity incentive plans disclosed in the Prospectus;

	(x)	to the Company or its subsidiaries upon death, disability or termination of employment, in each case, of the undersigned pursuant to an employment agreement, a shareholders’ agreement (or equivalent) or equity award in existence on the date hereof;

	(xi)	to the Company or its subsidiaries (a) upon the exercise of outstanding options, warrants, restricted stock units or other equity interests, including transfers deemed to occur upon the “net” or “cashless” exercise of options or (b) for the sole purpose of paying the exercise price of such options, warrants, restricted stock units or other equity interests or for paying taxes (including estimated taxes) due as a result of the exercise of such options, warrants, restricted stock units or other equity interests or as a result of the vesting of Shares under restricted stock awards pursuant to employee benefit plans disclosed in the Prospectus relating to this public offering, in each case on a “cashless” or “net exercise” basis, provided that any such Shares received upon such exercise shall be subject to the terms of this Lock-Up Agreement;

	(xii)	to the Underwriters in connection with the public offering contemplated by the Underwriting Agreement;

	(xiii)	pursuant to tenders, sales or other transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Shares involving a “change of control” (as defined below) of the Company (provided that if such transaction is not consummated, the Undersigned’s Shares shall remain subject to the restrictions set forth herein). For purposes of this clause (xiii), “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 51% of total voting power of the voting stock of the Company;

(xiv)

pursuant to the call or put provisions of existing employment agreements and equity grant documents, provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such disposition and that such transfer of Shares or any securities convertible into or exercisable or exchangeable for such capital stock was solely to the Company; or

	(xv)	beginning 30 days following the date of this Lock-Up Agreement and provided the undersigned has not sold shares in the offering to which the Underwriting Agreement relates, in an amount when aggregated with all other sales by such persons pursuant to a similar provision in similar agreements delivered to you by other directors, executive officers or shareholders of the Company pursuant to the Underwriting Agreement not to exceed 3.5 million Shares (collectively, the “Non-Seller Basket”); provided, that in the case of any transfer of Shares pursuant to this clause (xv), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (xv);

	(B)	the Disposition of Shares acquired by the Undersigned in this public offering or in open market transactions after completion of this public offering;

	(C)	(i) the establishment of a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act that does not, subject to the Non-Seller Basket under clause (A)(xv) hereto, provide for the sale or transfer of Shares during the Lock-Up Period, provided that, in the case of persons eligible to sell pursuant to clause (A)(xv), the amount of shares that may be sold between the 30^th and 60^th day following the date of the agreement, when aggregated with all other sales by such persons pursuant to the Non-Seller Basket does not exceed the aggregate number of shares otherwise permitted to be sold or transferred pursuant to the Non-Seller Basket or (ii) the transfer of Shares pursuant to a written plan in effect on the date hereof meeting the requirements of Rule 10b5-1 under the Exchange Act; provided, that filings under Section 16(a) of the Exchange Act shall include a statement that such transfer of Shares was effected pursuant to a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act; or

(D)

transfers of Shares or other Company securities pursuant to an order of a court or regulatory agency (for purposes of this Lock-Up Agreement, a “court or regulatory agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction) or to comply with any regulations related to ownership by the undersigned of the Undersigned’s Shares;

provided that in the case of any transfer or distribution pursuant to clauses (A)(i) through (vii), (a) such transfer shall not involve a disposition for value and (b) each transferee, beneficiary, donee, heir or distributee shall execute and deliver to the Underwriters a lock-up letter in the form of this Lock-Up Agreement; and provided, further, that in the case of any transfer or distribution (other than as a result of the vesting of Shares under restricted stock awards) pursuant to clauses (A)(i) through (iv), A(vi) through (vii), (A)(xi) and (B), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Lock-Up Period) without the prior written consent of the Underwriters.

For purposes of this Lock-Up Agreement, (i) “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin and (ii) “change of control” shall mean the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of a majority of the total voting power of the voting stock of the Company.

Nothing in this Lock-Up Agreement shall prevent the undersigned from making a demand for, or exercising any right with respect to, the registration of the Undersigned’s Shares, except for any such demand or any such exercise that is publicly disclosed (or required to be publicly disclosed) by the undersigned or any of its affiliates prior to the expiration of the Lock-Up Period; provided that in no event shall the Company be obligated to take an action in violation of Section 6(g) of the Underwriting Agreement.

Notwithstanding anything herein to the contrary, the Underwriter and its affiliates, other than the undersigned, may engage in brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage, principal investing and other similar activities conducted in the ordinary course of their affiliates’ business.

The undersigned acknowledges and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned has deemed appropriate.

If for any reason the Underwriting Agreement does not become effective on or before November 30, 2020 or shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), this Lock-Up Agreement shall likewise be terminated.

This Lock-Up Agreement and any claim, controversy or dispute arising under or related to this Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns.

[Signature page follows]

	Very truly yours,

	BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.

	By:	/s/ William Y. Eng
		Name: William Y. Eng
		Title: Vice President

Lock-up Agreement

Avantor, Inc.

November 5, 2020

Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
As Underwriters

c/o Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Re: Avantor, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

Notwithstanding the foregoing, no Disposition of the Undersigned’s Shares or other Company securities will be deemed to occur during the Lock-Up Period with respect to:

(A)

transfers of the Undersigned’s Shares

	(viii)	as a bona fide gift or gifts;

	(ix)	by will or other testamentary document, or intestacy;

	(x)	to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

	(xi)	to any immediate family member, other dependent or any investment fund or other entity controlled or managed by the undersigned;

	(xii)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (a) transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (b) distributions of the Undersigned’s Shares or any security convertible into or exercisable for Shares to limited partners, limited liability company members, stockholders or subsidiaries (or their equivalents under the jurisdiction of organization of the undersigned) of the undersigned; provided, that in the case of any transfer of Shares pursuant to this clause (v), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (v) and remain subject to a lock up agreement;

	(xiii)	if the undersigned is a trust, to the beneficiary of such trust;

(xiv)

to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi);

	(xv)	to the Company in connection with the repurchase of the Undersigned’s Shares upon termination of service of the undersigned;

	(xvi)	to the extent necessary to fund, the payment of taxes due with respect to the vesting and/or exercise of restricted stock, stock options or similar rights to purchase Shares pursuant to the Company’s equity incentive plans disclosed in the Prospectus;

	(xvii)	to the Company or its subsidiaries upon death, disability or termination of employment, in each case, of the undersigned pursuant to an employment agreement, a shareholders’ agreement (or equivalent) or equity award in existence on the date hereof;

	(xviii)	to the Company or its subsidiaries (a) upon the exercise of outstanding options, warrants, restricted stock units or other equity interests, including transfers deemed to occur upon the “net” or “cashless” exercise of options or (b) for the sole purpose of paying the exercise price of such options, warrants, restricted stock units or other equity interests or for paying taxes (including estimated taxes) due as a result of the exercise of such options, warrants, restricted stock units or other equity interests or as a result of the vesting of Shares under restricted stock awards pursuant to employee benefit plans disclosed in the Prospectus relating to this public offering, in each case on a “cashless” or “net exercise” basis, provided that any such Shares received upon such exercise shall be subject to the terms of this Lock-Up Agreement;

	(xix)	to the Underwriters in connection with the public offering contemplated by the Underwriting Agreement;

	(xx)	pursuant to tenders, sales or other transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Shares involving a “change of control” (as defined below) of the Company (provided that if such transaction is not consummated, the Undersigned’s Shares shall remain subject to the restrictions set forth herein). For purposes of this clause (xiii), “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 51% of total voting power of the voting stock of the Company;

(xxi)

	(xv)	beginning 30 days following the date of this Lock-Up Agreement and provided the undersigned has not sold shares in the offering to which the Underwriting Agreement relates, in an amount when aggregated with all other sales by such persons pursuant to a similar provision in similar agreements delivered to you by other directors, executive officers or shareholders of the Company pursuant to the Underwriting Agreement not to exceed 3.5 million Shares (collectively, the “Non-Seller Basket”); provided, that in the case of any transfer of Shares pursuant to this clause (xv), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (xv);

	(E)	the Disposition of Shares acquired by the Undersigned in this public offering or in open market transactions after completion of this public offering;

(F)

(i) the establishment of a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act that does not, subject to the Non-Seller Basket under clause (A)(xv) hereto, provide for the sale or transfer of Shares during the Lock-Up Period, provided that, in the case of persons eligible to sell pursuant to clause (A)(xv), the amount of shares that may be sold between the 30^th and 60^th day following the date of the agreement, when aggregated with all other sales by such persons pursuant to the Non-Seller Basket does not exceed the aggregate number of shares otherwise permitted to be sold or transferred pursuant to the Non-Seller Basket or (ii) the transfer of Shares pursuant to a written plan in effect on the date hereof meeting the requirements of Rule 10b5-1 under the Exchange Act; provided, that filings under Section 16(a) of the Exchange Act shall include a statement that such transfer of Shares was effected pursuant to a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act; or

(G)

[Signature page follows]

	Very truly yours,

	STONEBRIDGE 2017, L.P.

	By:	BRIDGE STREET OPPORTUNITY ADVISORS,
		L.L.C., its general partner


	By:	/s/ William Y. Eng
		Name: William Y. Eng
		Title: Vice President

Lock-up Agreement

Avantor, Inc.

November 5, 2020

Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
As Underwriters

c/o Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Re: Avantor, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

Notwithstanding the foregoing, no Disposition of the Undersigned’s Shares or other Company securities will be deemed to occur during the Lock-Up Period with respect to:

(A) transfers of the Undersigned’s Shares

	(xv)	as a bona fide gift or gifts;

	(xvi)	by will or other testamentary document, or intestacy;

	(xvii)	to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

	(xviii)	to any immediate family member, other dependent or any investment fund or other entity controlled or managed by the undersigned;

	(xix)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (a) transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (b) distributions of the Undersigned’s Shares or any security convertible into or exercisable for Shares to limited partners, limited liability company members, stockholders or subsidiaries (or their equivalents under the jurisdiction of organization of the undersigned) of the undersigned; provided, that in the case of any transfer of Shares pursuant to this clause (v), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (v) and remain subject to a lock up agreement;

	(xx)	if the undersigned is a trust, to the beneficiary of such trust;

(xxi)

to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi);

	(xxii)	to the Company in connection with the repurchase of the Undersigned’s Shares upon termination of service of the undersigned;

	(xxiii)	to the extent necessary to fund, the payment of taxes due with respect to the vesting and/or exercise of restricted stock, stock options or similar rights to purchase Shares pursuant to the Company’s equity incentive plans disclosed in the Prospectus;

	(xxiv)	to the Company or its subsidiaries upon death, disability or termination of employment, in each case, of the undersigned pursuant to an employment agreement, a shareholders’ agreement (or equivalent) or equity award in existence on the date hereof;

	(xxv)	to the Company or its subsidiaries (a) upon the exercise of outstanding options, warrants, restricted stock units or other equity interests, including transfers deemed to occur upon the “net” or “cashless” exercise of options or (b) for the sole purpose of paying the exercise price of such options, warrants, restricted stock units or other equity interests or for paying taxes (including estimated taxes) due as a result of the exercise of such options, warrants, restricted stock units or other equity interests or as a result of the vesting of Shares under restricted stock awards pursuant to employee benefit plans disclosed in the Prospectus relating to this public offering, in each case on a “cashless” or “net exercise” basis, provided that any such Shares received upon such exercise shall be subject to the terms of this Lock-Up Agreement;

	(xxvi)	to the Underwriters in connection with the public offering contemplated by the Underwriting Agreement;

	(xxvii)	pursuant to tenders, sales or other transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Shares involving a “change of control” (as defined below) of the Company (provided that if such transaction is not consummated, the Undersigned’s Shares shall remain subject to the restrictions set forth herein). For purposes of this clause (xiii), “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 51% of total voting power of the voting stock of the Company;

	(xxviii)	pursuant to the call or put provisions of existing employment agreements and equity grant documents, provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such disposition and that such transfer of Shares or any securities convertible into or exercisable or exchangeable for such capital stock was solely to the Company; or

(xv)

beginning 30 days following the date of this Lock-Up Agreement and provided the undersigned has not sold shares in the offering to which the Underwriting Agreement relates, in an amount when aggregated with all other sales by such persons pursuant to a similar provision in similar agreements delivered to you by other directors, executive officers or shareholders of the Company pursuant to the Underwriting Agreement not to exceed 3.5 million Shares (collectively, the “Non-Seller Basket”); provided, that in the case of any transfer of Shares pursuant to this clause (xv), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (xv);

	(H)	the Disposition of Shares acquired by the Undersigned in this public offering or in open market transactions after completion of this public offering;

	(I)	(i) the establishment of a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act that does not, subject to the Non-Seller Basket under clause (A)(xv) hereto, provide for the sale or transfer of Shares during the Lock-Up Period, provided that, in the case of persons eligible to sell pursuant to clause (A)(xv), the amount of shares that may be sold between the 30^th and 60^th day following the date of the agreement, when aggregated with all other sales by such persons pursuant to the Non-Seller Basket does not exceed the aggregate number of shares otherwise permitted to be sold or transferred pursuant to the Non-Seller Basket or (ii) the transfer of Shares pursuant to a written plan in effect on the date hereof meeting the requirements of Rule 10b5-1 under the Exchange Act; provided, that filings under Section 16(a) of the Exchange Act shall include a statement that such transfer of Shares was effected pursuant to a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act; or

	(J)	transfers of Shares or other Company securities pursuant to an order of a court or regulatory agency (for purposes of this Lock-Up Agreement, a “court or regulatory agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction) or to comply with any regulations related to ownership by the undersigned of the Undersigned’s Shares;

[Signature page follows]

	Very truly yours,

	STONEBRIDGE 2017 OFFSHORE, L.P.


	By:	BRIDGE STREET OPPORTUNITY ADVISORS,
		L.L.C., its general partner

	By:	/s/ William Y. Eng
		Name: William Y. Eng
		Title: Vice President

Lock-up Agreement

Avantor, Inc.

November 5, 2020

Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
As Underwriters

c/o Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Re: Avantor, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

Notwithstanding the foregoing, no Disposition of the Undersigned’s Shares or other Company securities will be deemed to occur during the Lock-Up Period with respect to:

(A) transfers of the Undersigned’s Shares

	(xxii)	as a bona fide gift or gifts;

	(xxiii)	by will or other testamentary document, or intestacy;

	(xxiv)	to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

	(xxv)	to any immediate family member, other dependent or any investment fund or other entity controlled or managed by the undersigned;

	(xxvi)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (a) transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (b) distributions of the Undersigned’s Shares or any security convertible into or exercisable for Shares to limited partners, limited liability company members, stockholders or subsidiaries (or their equivalents under the jurisdiction of organization of the undersigned) of the undersigned; provided, that in the case of any transfer of Shares pursuant to this clause (v), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (v) and remain subject to a lock up agreement;

	(xxvii)	if the undersigned is a trust, to the beneficiary of such trust;

(xxviii)

to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi);

	(xxix)	to the Company in connection with the repurchase of the Undersigned’s Shares upon termination of service of the undersigned;

	(xxx)	to the extent necessary to fund, the payment of taxes due with respect to the vesting and/or exercise of restricted stock, stock options or similar rights to purchase Shares pursuant to the Company’s equity incentive plans disclosed in the Prospectus;

	(xxxi)	to the Company or its subsidiaries upon death, disability or termination of employment, in each case, of the undersigned pursuant to an employment agreement, a shareholders’ agreement (or equivalent) or equity award in existence on the date hereof;

	(xxxii)	to the Company or its subsidiaries (a) upon the exercise of outstanding options, warrants, restricted stock units or other equity interests, including transfers deemed to occur upon the “net” or “cashless” exercise of options or (b) for the sole purpose of paying the exercise price of such options, warrants, restricted stock units or other equity interests or for paying taxes (including estimated taxes) due as a result of the exercise of such options, warrants, restricted stock units or other equity interests or as a result of the vesting of Shares under restricted stock awards pursuant to employee benefit plans disclosed in the Prospectus relating to this public offering, in each case on a “cashless” or “net exercise” basis, provided that any such Shares received upon such exercise shall be subject to the terms of this Lock-Up Agreement;

	(xxxiii)	to the Underwriters in connection with the public offering contemplated by the Underwriting Agreement;

	(xxxiv)	pursuant to tenders, sales or other transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Shares involving a “change of control” (as defined below) of the Company (provided that if such transaction is not consummated, the Undersigned’s Shares shall remain subject to the restrictions set forth herein). For purposes of this clause (xiii), “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 51% of total voting power of the voting stock of the Company;

(xxxv)

	(xv)	beginning 30 days following the date of this Lock-Up Agreement and provided the undersigned has not sold shares in the offering to which the Underwriting Agreement relates, in an amount when aggregated with all other sales by such persons pursuant to a similar provision in similar agreements delivered to you by other directors, executive officers or shareholders of the Company pursuant to the Underwriting Agreement not to exceed 3.5 million Shares (collectively, the “Non-Seller Basket”); provided, that in the case of any transfer of Shares pursuant to this clause (xv), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (xv);

	(K)	the Disposition of Shares acquired by the Undersigned in this public offering or in open market transactions after completion of this public offering;

	(L)	(i) the establishment of a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act that does not, subject to the Non-Seller Basket under clause (A)(xv) hereto, provide for the sale or transfer of Shares during the Lock-Up Period, provided that, in the case of persons eligible to sell pursuant to clause (A)(xv), the amount of shares that may be sold between the 30^th and 60^th day following the date of the agreement, when aggregated with all other sales by such persons pursuant to the Non-Seller Basket does not exceed the aggregate number of shares otherwise permitted to be sold or transferred pursuant to the Non-Seller Basket or (ii) the transfer of Shares pursuant to a written plan in effect on the date hereof meeting the requirements of Rule 10b5-1 under the Exchange Act; provided, that filings under Section 16(a) of the Exchange Act shall include a statement that such transfer of Shares was effected pursuant to a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act; or

	(M)	transfers of Shares or other Company securities pursuant to an order of a court or regulatory agency (for purposes of this Lock-Up Agreement, a “court or regulatory agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction) or to comply with any regulations related to ownership by the undersigned of the Undersigned’s Shares;

[Signature page follows]

Very truly yours,

STONEBRIDGE 2018, L.P.

By:	BRIDGE STREET OPPORTUNITY ADVISORS,
	L.L.C., its general partner

By:	/s/ William Y. Eng
	Name:	William Y. Eng
	Title:	Vice President

Lock-up Agreement

Avantor, Inc.

November 5, 2020

Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
As Underwriters

c/o Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Re: Avantor, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

Notwithstanding the foregoing, no Disposition of the Undersigned’s Shares or other Company securities will be deemed to occur during the Lock-Up Period with respect to:

(A)

transfers of the Undersigned’s Shares


	(xxix)	as a bona fide gift or gifts;

	(xxx)	by will or other testamentary document, or intestacy;

	(xxxi)	to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

	(xxxii)	to any immediate family member, other dependent or any investment fund or other entity controlled or managed by the undersigned;

	(xxxiii)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (a) transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (b) distributions of the Undersigned’s Shares or any security convertible into or exercisable for Shares to limited partners, limited liability company members, stockholders or subsidiaries (or their equivalents under the jurisdiction of organization of the undersigned) of the undersigned; provided, that in the case of any transfer of Shares pursuant to this clause (v), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (v) and remain subject to a lock up agreement;

	(xxxiv)	if the undersigned is a trust, to the beneficiary of such trust;

	(xxxv)	to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi);

	(xxxvi)	to the Company in connection with the repurchase of the Undersigned’s Shares upon termination of service of the undersigned;

	(xxxvii)	to the extent necessary to fund, the payment of taxes due with respect to the vesting and/or exercise of restricted stock, stock options or similar rights to purchase Shares pursuant to the Company’s equity incentive plans disclosed in the Prospectus;

	(xxxviii)	to the Company or its subsidiaries upon death, disability or termination of employment, in each case, of the undersigned pursuant to an employment agreement, a shareholders’ agreement (or equivalent) or equity award in existence on the date hereof;

	(xxxix)	to the Company or its subsidiaries (a) upon the exercise of outstanding options, warrants, restricted stock units or other equity interests, including transfers deemed to occur upon the “net” or “cashless” exercise of options or (b) for the sole purpose of paying the exercise price of such options, warrants, restricted stock units or other equity interests or for paying taxes (including estimated taxes) due as a result of the exercise of such options, warrants, restricted stock units or other equity interests or as a result of the vesting of Shares under restricted stock awards pursuant to employee benefit plans disclosed in the Prospectus relating to this public offering, in each case on a “cashless” or “net exercise” basis, provided that any such Shares received upon such exercise shall be subject to the terms of this Lock-Up Agreement;

	(xl)	to the Underwriters in connection with the public offering contemplated by the Underwriting Agreement;

	(xli)	pursuant to tenders, sales or other transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Shares involving a “change of control” (as defined below) of the Company (provided that if such transaction is not consummated, the Undersigned’s Shares shall remain subject to the restrictions set forth herein). For purposes of this clause (xiii), “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 51% of total voting power of the voting stock of the Company;

	(xlii)	pursuant to the call or put provisions of existing employment agreements and equity grant documents, provided that any filing under Section 16(a) of the Exchange Act in connection with such transfer shall indicate, to the extent permitted by such Section and the related rules and regulations, the reason for such disposition and that such transfer of Shares or any securities convertible into or exercisable or exchangeable for such capital stock was solely to the Company; or

(xv)

	(N)	the Disposition of Shares acquired by the Undersigned in this public offering or in open market transactions after completion of this public offering;

	(O)	(i) the establishment of a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act that does not, subject to the Non-Seller Basket under clause (A)(xv) hereto, provide for the sale or transfer of Shares during the Lock-Up Period, provided that, in the case of persons eligible to sell pursuant to clause (A)(xv), the amount of shares that may be sold between the 30^th and 60^th day following the date of the agreement, when aggregated with all other sales by such persons pursuant to the Non-Seller Basket does not exceed the aggregate number of shares otherwise permitted to be sold or transferred pursuant to the Non-Seller Basket or (ii) the transfer of Shares pursuant to a written plan in effect on the date hereof meeting the requirements of Rule 10b5-1 under the Exchange Act; provided, that filings under Section 16(a) of the Exchange Act shall include a statement that such transfer of Shares was effected pursuant to a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act; or

	(P)	transfers of Shares or other Company securities pursuant to an order of a court or regulatory agency (for purposes of this Lock-Up Agreement, a “court or regulatory agency” means any domestic or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority, department, agency or official, any court or administrative body, and any national securities exchange or similar self-regulatory body or organization, in each case of competent jurisdiction) or to comply with any regulations related to ownership by the undersigned of the Undersigned’s Shares;

[Signature page follows]

	Very truly yours,

	STONEBRIDGE 2018 OFFSHORE, L.P.

	By:	BRIDGE STREET OPPORTUNITY ADVISORS,
		L.L.C., its general partner


	By:	/s/ William Y. Eng
		Name: William Y. Eng
		Title: Vice President

Lock-up Agreement

Avantor, Inc.

November 5, 2020

Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
As Underwriters

c/o Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282-2198

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Re: Avantor, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

Notwithstanding the foregoing, no Disposition of the Undersigned’s Shares or other Company securities will be deemed to occur during the Lock-Up Period with respect to:

(A) transfers of the Undersigned’s Shares

	(xxxvi)	as a bona fide gift or gifts;

	(xxxvii)	by will or other testamentary document, or intestacy;

	(xxxviii)	to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the undersigned or the immediate family of the undersigned;

	(xxxix)	to any immediate family member, other dependent or any investment fund or other entity controlled or managed by the undersigned;

	(xl)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (a) transfers to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (b) distributions of the Undersigned’s Shares or any security convertible into or exercisable for Shares to limited partners, limited liability company members, stockholders or subsidiaries (or their equivalents under the jurisdiction of organization of the undersigned) of the undersigned; provided, that in the case of any transfer of Shares pursuant to this clause (v), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (v) and remain subject to a lock up agreement;

	(xli)	if the undersigned is a trust, to the beneficiary of such trust;

(xlii)

to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi);

	(xliii)	to the Company in connection with the repurchase of the Undersigned’s Shares upon termination of service of the undersigned;

	(xliv)	to the extent necessary to fund, the payment of taxes due with respect to the vesting and/or exercise of restricted stock, stock options or similar rights to purchase Shares pursuant to the Company’s equity incentive plans disclosed in the Prospectus;

	(xlv)	to the Company or its subsidiaries upon death, disability or termination of employment, in each case, of the undersigned pursuant to an employment agreement, a shareholders’ agreement (or equivalent) or equity award in existence on the date hereof;

	(xlvi)	to the Company or its subsidiaries (a) upon the exercise of outstanding options, warrants, restricted stock units or other equity interests, including transfers deemed to occur upon the “net” or “cashless” exercise of options or (b) for the sole purpose of paying the exercise price of such options, warrants, restricted stock units or other equity interests or for paying taxes (including estimated taxes) due as a result of the exercise of such options, warrants, restricted stock units or other equity interests or as a result of the vesting of Shares under restricted stock awards pursuant to employee benefit plans disclosed in the Prospectus relating to this public offering, in each case on a “cashless” or “net exercise” basis, provided that any such Shares received upon such exercise shall be subject to the terms of this Lock-Up Agreement;

	(xlvii)	to the Underwriters in connection with the public offering contemplated by the Underwriting Agreement;

	(xlviii)	pursuant to tenders, sales or other transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of Shares involving a “change of control” (as defined below) of the Company (provided that if such transaction is not consummated, the Undersigned’s Shares shall remain subject to the restrictions set forth herein). For purposes of this clause (xiii), “change of control” means the consummation of any bona fide third party tender offer, merger, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of persons, other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of at least 51% of total voting power of the voting stock of the Company;

(xlix)

	(xv)	beginning 30 days following the date of this Lock-Up Agreement and provided the undersigned has not sold shares in the offering to which the Underwriting Agreement relates, in an amount when aggregated with all other sales by such persons pursuant to a similar provision in similar agreements delivered to you by other directors, executive officers or shareholders of the Company pursuant to the Underwriting Agreement not to exceed 3.5 million Shares (collectively, the “Non-Seller Basket”); provided, that in the case of any transfer of Shares pursuant to this clause (xv), filings under Section 16(a) of the Exchange Act shall only be permissible if such filing shall clearly indicate in the footnotes thereto that such transfer of Shares was pursuant to the circumstances described in this clause (xv);

	(Q)	the Disposition of Shares acquired by the Undersigned in this public offering or in open market transactions after completion of this public offering;

	(R)	(i) the establishment of a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act that does not, subject to the Non-Seller Basket under clause (A)(xv) hereto, provide for the sale or transfer of Shares during the Lock-Up Period, provided that, in the case of persons eligible to sell pursuant to clause (A)(xv), the amount of shares that may be sold between the 30^th and 60^th day following the date of the agreement, when aggregated with all other sales by such persons pursuant to the Non-Seller Basket does not exceed the aggregate number of shares otherwise permitted to be sold or transferred pursuant to the Non-Seller Basket or (ii) the transfer of Shares pursuant to a written plan in effect on the date hereof meeting the requirements of Rule 10b5-1 under the Exchange Act; provided, that filings under Section 16(a) of the Exchange Act shall include a statement that such transfer of Shares was effected pursuant to a written plan meeting the requirements of Rule 10b5-1 of the Exchange Act; or

(S)

[Signature page follows]

	Very truly yours,

	VWR PARTNERS, L.P.

	By:	BRIDGE STREET OPPORTUNITY ADVISORS,
		L.L.C., its general partner

	By:	/s/ William Y. Eng
		Name: William Y. Eng
		Title: Vice President