09/09/2024 | Press release | Distributed by Public on 09/09/2024 15:37
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GTCR INVESTMENT XI LLC 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 |
X | X |
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GTCR FUND XI/A LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 |
X | X |
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GTCR CO-INVEST XI LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 |
X | X |
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GTCR FUND XI/C LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 |
X | X |
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GTCR PARTNERS XI/A&C LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 |
X | X |
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/s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/A LP | 2024-09-09 |
**Signature of Reporting Person | Date |
/s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR Partners XI/A&C LP, the general partner of GTCR FUND XI/C LP | 2024-09-09 |
**Signature of Reporting Person | Date |
/s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR CO-INVEST XI LP | 2024-09-09 |
**Signature of Reporting Person | Date |
/s/ Jeffery Wright, as Chief Legal Officer of GTCR Investment XI LLC, the general partner of GTCR PARTNERS XI/A&C LP | 2024-09-09 |
**Signature of Reporting Person | Date |
/s/ Jeffery Wright, as Chief Legal Officer of GTCR INVESTMENT XI LLC | 2024-09-09 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On September 6, 2024, the GTCR XI Funds (as defined below) sold a total of 10,000,000 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering"). |
(2) | Following the Offering, consists of (i) 39,061,101 shares of Common Stock held directly by GTCR Fund XI/A LP, a Delaware limited partnership ("Fund XI/A"), (ii) 9,841,141 shares of Common Stock held directly by GTCR Fund XI/C LP, a Delaware limited partnership ("Fund XI/C"), and (iii) 313,059 shares of Common Stock held directly by GTCR Co-Invest XI LP, a Delaware limited partnership ("Co-Invest XI", and together with Fund XI/A and Fund XI/C, the "GTCR XI Funds"). |
(3) | GTCR Partners XI/A&C LP ("Partners XI/A&C") is the general partner of each of Fund XI/A and Fund XI/C. GTCR Investment XI LLC ("Investment XI" and together with the GTCR XI Funds and Partners XI/A&C, the "GTCR Entities"), is the general partner of Co-Invest XI and Partners XI/A&C. Investment XI is managed by a board of managers (the "GTCR Board of Managers") consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, David A Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the shares of Common Stock. |
(4) | Each of GTCR Partners XI/A&C, GTCR Investment XI and the GTCR Board of Managers may be deemed to share beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds, and each of the individual members of the GTCR Board of Managers disclaims beneficial ownership of the shares of Common Stock held of record by the GTCR XI Funds except to the extent of his pecuniary interest therein. |
(5) | Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. Information with respect to each of the GTCR Entities is given solely by such GTCR Entity, and no GTCR Entity has responsibility for the accuracy or completeness of information supplied by another GTCR Entity. |