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Filing Details

Accession Number:: 0001999371-24-011715
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-09-09 19:13:13
Reporting Period:: 2024-09-06

Accepted Time:: 2024-09-09 19:13:13
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 10017	Yes	No	Yes	No
1540163	Warburg Pincus Private Equity Xi, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue 450 Lexington Avenue NY 10017	Yes	No	Yes	No
1540164	Wp Xi Partners, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue 450 Lexington Avenue NY 10017	Yes	No	Yes	No
1540166	Warburg Pincus Private Equity Xi-B, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue 450 Lexington Avenue NY 10017	Yes	No	Yes	No
1540167	Warburg Pincus Xi, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue 450 Lexington Avenue NY 10017	Yes	No	Yes	No
1540385	Wp Global Llc	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1540386	Warburg Pincus Xi Partners, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1658787	Warburg Pincus Partners Ii, L.p.	450 Lexington Avenue C/O Warburg Pincus Llc New York NY 10017	Yes	No	No	No
1832693	Bull Co-Invest L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
2014247	L.p. Holdco Bull	C/O Warburg Pincus Llc 450 Lexington Avenue 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	2024-09-06	15,000,000	$15.03	73,822,952	No	4	S	Indirect	See Footnote

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

Footnotes

On September 6, 2024, certain of the Warburg Pincus Entities (as defined below) sold a total of 15,000,000 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").
Following the Offering, consists of (i) 59,079,058 shares of Common Stock of the Issuer held by Bull Holdco L.P. ("Bull Holdco") and (iii) 14,743,894 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 GP"), is the general partner of each of (i) Warburg Pincus Private Equity XI, L.P. ("WP XI"), (ii) Warburg Pincus Private Equity XI-B, L.P. ("WP XI-B"), (iii) WP XI Partners, L.P. ("WP XI Partners") and (iv) Warburg Pincus XI Partners, L.P. ("Warburg Pincus XI Partners"). WP Global LLC ("WP Global"), is the general partner of WP XI GP. 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 XI Cayman GP"), is the general partner of Warburg Pincus Private Equity XI-C, L.P. ("WP XI-C" and, together with WP XI, WP XI-B, WP XI Partners and Warburg Pincus XI Partners, the "WP XI Funds").
The WP XI Funds, Bull Co-Invest, Bull Holdco, WP Global, WPP II, WPP GP LLC, WP XI Cayman GP, WP XI-C LLC, WPP II Cayman, WP Bermuda GP, 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, Bull Co-Invest, Bull Holdco, WP Global, WPP II, WPP GP LLC, WP XI Cayman GP, WP XI-C LLC, WPP II Cayman, WP Bermuda GP, WP Bull Manager, WP LLC and WP 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.
Warburg Pincus XI-C, LLC ("WP XI-C LLC"), is the general partner of WP XI Cayman GP. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman"), is the managing member of WP XI-C LLC. Warburg Pincus (Bermuda) Private Equity GP Ltd. ("WP Bermuda GP"), 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 managing member of WP Bull Manager. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), is the manager of the WP XI Funds. The WP XI Funds share limited partnership ownership in Bull Holdco on a pro rata basis in accordance with their respective numbers of Contributed Shares.