0000950170-24-026347.txt : 20240305
0000950170-24-026347.hdr.sgml : 20240305
20240305173507
ACCESSION NUMBER: 0000950170-24-026347
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240302
FILED AS OF DATE: 20240305
DATE AS OF CHANGE: 20240305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Petras Michael B. Jr.
CENTRAL INDEX KEY: 0001832387
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39729
FILM NUMBER: 24722621
MAIL ADDRESS:
STREET 1: 9100 SOUTH HILLS BLVD
STREET 2: SUITE 300
CITY: BROADVIEW HEIGHTS
STATE: OH
ZIP: 44147
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sotera Health Co
CENTRAL INDEX KEY: 0001822479
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 473531161
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9100 SOUTH HILLS BLVD, SUITE 300
CITY: BROADVIEW HEIGHTS
STATE: OH
ZIP: 44147
BUSINESS PHONE: 440-262-1410
MAIL ADDRESS:
STREET 1: 9100 SOUTH HILLS BLVD, SUITE 300
CITY: BROADVIEW HEIGHTS
STATE: OH
ZIP: 44147
FORMER COMPANY:
FORMER CONFORMED NAME: Sotera Health Topco, Inc.
DATE OF NAME CHANGE: 20200824
4
1
ownership.xml
4
X0508
4
2024-03-02
0001822479
Sotera Health Co
SHC
0001832387
Petras Michael B. Jr.
C/O SOTERA HEALTH COMPANY
9100 SOUTH HILLS BLVD, SUITE 300
BROADVIEW HEIGHTS
OH
44147
false
true
false
false
Chairman & CEO
false
Common Stock, $0.01 par value per share ("Common Stock")
2024-03-02
4
F
false
27990
14.56
D
447163
D
Common Stock, $0.01 par value per share ("Common Stock")
2024-03-02
4
F
false
21574
14.56
D
425589
D
Common Stock, $0.01 par value per share ("Common Stock")
2024-03-04
4
A
false
274160
0
A
699749
D
Common Stock, $0.01 par value per share ("Common Stock")
2024-03-04
4
S
false
1003870
14.3075
D
5453580
I
By Grantor Trust
Stock Options
14.59
2024-03-04
4
A
false
544509
0
A
2034-03-04
Common Stock
544509
544509
D
Stock Options
17.59
2033-03-06
Common Stock
404094
404094
D
Stock Options
6.37
2032-11-07
Common Stock
2108356
2108356
D
Stock Options
20.03
2032-03-02
Common Stock
478932
478932
D
Stock Options
23
2030-11-20
Common Stock
1118012
1118012
D
These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 62,406 Restricted Stock Units ("RSUs"), which represents 33% of the RSU award granted to the Reporting Person on March 2, 2022. This award was granted pursuant to the terms of an RSU agreement under the Sotera Health Company 2020 Omnibus Incentive Plan ("2020 Incentive Plan"). Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions.
These securities represent the number of shares of Common Stock withheld by the Issuer to satisfy the Reporting Person's tax withholding obligations due upon the vesting of 71,063 RSUs, which represents 33% of the RSU award granted to the Reporting Person on March 6, 2023. This award was granted pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions.
These securities consist of RSUs that were granted on March 4, 2024, pursuant to the terms of an RSU agreement under the 2020 Incentive Plan. Each RSU represents the Reporting Person's right to receive one share of Common Stock, subject to vesting conditions. The RSUs vest annually in three equal installments commencing March 2, 2025.
These securities consist of 543,910 RSUs and 155,839 shares of Common Stock.
On March 4, 2024, the Reporting Person sold a total of 1,003,870 shares of Common Stock of the Issuer in an underwritten public secondary offering (the "Offering").
Reflects a price equal to the Offering price per share less underwriting discounts and commissions payable thereon, as disclosed in the Issuer's Prospectus 424(b)(7), filed with the United States Securities and Exchange Commission on February 29, 2024.
These options were granted on March 4, 2024, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest annually in three equal installments commencing March 2, 2025, subject to vesting conditions.
No transaction is being reported on this line. Reported on a previously filed Form 4.
These options were granted on March 6, 2023, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest annually in three equal installments commencing March 2, 2024, subject to vesting conditions.
These options were granted on November 7, 2022, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in three installments, as follows: 30%, 30%, and 40% of the options vest on each of the 12-month, 18-month, and 24-month anniversaries, respectively, of the date of grant, subject to the Reporting Person's continued service through each such date.
These options were granted on March 2, 2022, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in three equal installments on each of the first three anniversaries of the date of grant, subject to vesting conditions.
These options were granted on November 20, 2020, pursuant to the terms of a stock option agreement under the 2020 Incentive Plan. The options vest in four equal installments on each of the first four anniversaries of the date of grant, subject to vesting conditions.
The Power of Attorney for Mr. Petras is filed as an exhibit to the Form 3 filed on November 20, 2020, which is hereby incorporated by reference.
Matthew J. Klaben, Attorney-in-Fact
2024-03-05