Leffler Scott J. 4
4 · Sotera Health Co · Filed Nov 24, 2020
Insider Transaction Report
Form 4
Leffler Scott J.
CFO and Treasurer
Transactions
- Award
Common Stock, $0.01 par value per share ("Common Stock")
2020-11-20+52,173→ 820,426 total - Disposition to Issuer
Common Stock
2020-11-24$21.68/sh−115,326$2,500,268→ 705,100 total - Award
Stock Options
2020-11-20+223,602→ 223,602 totalExercise: $23.00Exp: 2030-11-20→ Common Stock (223,602 underlying)
Footnotes (5)
- [F1]These securities consist of Restricted Stock Units ("RSUs") that were granted on November 20, 2020, 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. The RSUs vest in four equal installments on each of the first four anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date.
- [F2]Consists of 768,253 shares of Common Stock (see Footnote #4 for information regarding the vesting of the Common Stock) and 52,173 RSUs.
- [F3]Reflects a company repurchase price equal to the initial public offering price per share less underwriting discounts and commissions payable thereon, as disclosed in the company's Registration Statement on Form S-1.
- [F4]Consists of 347,109 shares of vested Common Stock, 305,818 shares of unvested Common Stock and 52,173 RSUs. 137,049 of the unvested shares of Common Stock will vest on a daily basis, pro rata through April 3, 2022. 168,769 of the unvested shares of Common Stock will vest as of the first date on which (i) certain investment funds and entities affiliated with Warburg Pincus LLC and GTCR, LLC (the "Sponsors") have received two and one-half times their invested capital in the company and (ii) the Sponsors' internal rate of return exceeds twenty percent. See Footnote #1 for information regarding the vesting of the RSUs.
- [F5]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 the Reporting Person's continued service through each such date.