Form 4 for SHC Sotera Health Co
Accepted 2024-03-05 00:00:00 ET · period of report 2024-03-02 · accession 0000950170-24-026347 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-03-05 | 2024-03-02 | SHC | Petras Michael B. Jr. | COB, CEO | F - Tax | $14.56 | -49.6K | 425.6K | -10% | -$721.7K |
| DI | 2024-03-05 | 2024-03-04 | SHC | Petras Michael B. Jr. | COB, CEO | S - Sale | $14.31 | -1.00M | 5.45M | -16% | -$14.37M |
| D | 2024-03-05 | 2024-03-04 | SHC | Petras Michael B. Jr. | COB, CEO | A - Grant | $0.00 | +274.2K | 699.7K | +64% | $0 |
| D | 2024-03-05 | 2024-03-04 | SHC | Petras Michael B. Jr. | COB, CEO | A - Grant | $0.00 | +544.5K | 544.5K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock, $0.01 par value per share ("Common Stock") | 2024-03-02 | F | D | 27,990 | $14.56 | 447,163 | D By Grantor Trust | — | — | (F1) 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. |
| 2 | Common | Common Stock, $0.01 par value per share ("Common Stock") | 2024-03-04 | S | D | 1,003,870 | $14.31 | 5,453,580 | I | — | — | (F5) 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"). (F6) 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. |
| 3 | Common | Common Stock, $0.01 par value per share ("Common Stock") | 2024-03-04 | A | A | 274,160 | $0.00 | 699,749 | D | — | — | (F3) 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. (F4) These securities consist of 543,910 RSUs and 155,839 shares of Common Stock. |
| 4 | Common | Common Stock, $0.01 par value per share ("Common Stock") | 2024-03-02 | F | D | 21,574 | $14.56 | 425,589 | D | — | — | (F2) 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. |
| 5 | Derivative | Stock Options | 2024-03-04 | A | A | 544,509 | $0.00 | 544,509 | D | $14.59 · — to 2034-03-04 | 544,509 Common Stock | (F7) 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. |