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Filing Details

Accession Number:: 0001387131-21-003871
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-24 20:58:58
Reporting Period:: 2021-03-22

Accepted Time:: 2021-03-24 20:58:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1822479	Sotera Health Co	SHC	()	NY

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
929408	Warburg Pincus & Co.	450 Lexington Avenue New York Ny NY 100173147	Yes	No	Yes	No
1162870	Warburg Pincus Llc	450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1550877	Warburg Pincus Private Equity Xi-C, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1554852	Warburg Pincus Xi-C, Llc	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1554853	Warburg Pincus (Cayman) Xi, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1555729	Ltd. Gp Equity Private (Bermuda) Pincus Warburg	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1658820	Warburg Pincus Partners Ii (Cayman), L.p.	450 Lexington Avenue C/O Warburg Pincus Llc New York NY 10017	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, $0.01 Par Value Per Share ("Common Stock")	Disposition	2021-03-22	13,512,582	$26.12	105,417,315	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnote

Footnotes

On March 22, 2021, certain of the Warburg Pincus Entities (as defined below) sold a total of 13,512,582 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").
Following the Offering, consists of (i) 84,093,443 shares of Common Stock of the Issuer held by Warburg Pincus Private Equity XI, L.P., Warburg Pincus XI Partners, L.P., WP XI Partners, L.P., Warburg Pincus Private Equity XI-B, L.P. (collectively, the "WP XI Funds"), (ii) 269,963 shares of Common Stock of the Issuer held by Warburg Pincus Private Equity XI-C, L.P. ("WP XI-C") and (iii) 21,053,909 shares of Common Stock of the Issuer held by Bull Co-Invest L.P., a Delaware limited partnership ("Bull Co-Invest").
Warburg Pincus XI, L.P., a Delaware limited partnership ("WP XI LP"), is the general partner of the WP XI Funds. WP Global LLC ("WP Global"), is the general partner of WP XI LP. Warburg Pincus Partners II, L.P. ("WPP II") is the managing member of WP Global. Warburg Pincus Partners GP LLC ("WPP GP LLC") is the general partner of WPP II. Warburg Pincus & Co. ("WP") is the managing member of WPP GP LLC. Warburg Pincus (Cayman) XI, L.P. ("WP Cayman") is the general partner of WP XI-C. Warburg Pincus XI-C, LLC ("Warburg Pincus XI-C") is the general partner of WP Cayman. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the managing member of Warburg Pincus XI-C. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("Warburg Pincus (Bermuda)") is the general partner of WPP II Cayman. WP Bull Manager, LLC ("WP Bull Manager") is the general partner of Bull Co-Invest. WP is the managing member of WP Bull Manager, LLC.
Warburg Pincus LLC ("WP LLC") is the manager of the WP XI Funds and WP XI-C. The WP XI Funds, Bull Co-Invest, WP XI-C, WP XI LP, WP Global, WPP II, WPP GP LLC, WP Cayman, Warburg Pincus XI-C, WPP II Cayman, Warburg Pincus (Bermuda), WP Bull Manager, WP LLC and WP are collectively referred to herein as the "Warburg Pincus Entities."
Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer, except to the extent of its pecuniary interest in such shares of Common Stock, if any. The WP XI Funds, WP XI-C, Bull Co-Invest, WP XI LP, WP Global, WPP II, WPP GP LLC, WP, WP Cayman, WPP II Cayman, Warburg Pincus (Bermuda), Warburg Pincus XI-C and WP Bull Manager are directors-by-deputization solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Information with respect to each of the Warburg Pincus Entities is given solely by such Warburg Pincus Entity, and no Warburg Pincus Entity has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Entity.