SEC Info - Warburg Pincus & Co., et al. - ‘4’ for 3/4/24 re: Sotera Health Co.

Ownership Document

Schema Version: X0508

Document Type: 4

Period of Report: 3/4/24

Not Subject to Section 16: 0

Issuer:

Issuer CIK: 1822479

Issuer Name: Sotera Health Co

Issuer Trading Symbol: SHC

Reporting Owner:

Reporting Owner ID:

Owner CIK: 929408

Owner Name: WARBURG PINCUS & CO.

Reporting Owner Address:

Owner Street 1: 450 LEXINGTON AVENUE

Owner Street 2: NEW YORK

Owner City: NY

Owner State: NY

Owner ZIP Code: 10017

Owner State Description:

Reporting Owner Relationship:

Is Director? Yes

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Officer Title:

Other Text:

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1550877

Owner Name: Warburg Pincus Private Equity XI-C, L.P.

Reporting Owner Address:

Owner Street 1: C/O WARBURG PINCUS LLC

Owner Street 2: 450 LEXINGTON AVENUE

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10017

Owner State Description:

Reporting Owner Relationship:

Is Director? Yes

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Officer Title:

Other Text:

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1554853

Owner Name: Warburg Pincus (Cayman) XI, L.P.

Reporting Owner Address:

Owner Street 1: C/O WARBURG PINCUS LLC

Owner Street 2: 450 LEXINGTON AVENUE

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10017

Owner State Description:

Reporting Owner Relationship:

Is Director? Yes

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Officer Title:

Other Text:

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1554852

Owner Name: Warburg Pincus XI-C, LLC

Reporting Owner Address:

Owner Street 1: C/O WARBURG PINCUS LLC

Owner Street 2: 450 LEXINGTON AVENUE

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10017

Owner State Description:

Reporting Owner Relationship:

Is Director? Yes

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Officer Title:

Other Text:

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1658820

Owner Name: Warburg Pincus Partners II (Cayman), L.P.

Reporting Owner Address:

Owner Street 1: 450 LEXINGTON AVENUE

Owner Street 2: C/O WARBURG PINCUS LLC

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10017

Owner State Description:

Reporting Owner Relationship:

Is Director? Yes

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Officer Title:

Other Text:

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1555729

Owner Name: Warburg Pincus (Bermuda) Private Equity GP Ltd.

Reporting Owner Address:

Owner Street 1: C/O WARBURG PINCUS LLC

Owner Street 2: 450 LEXINGTON AVENUE

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10017

Owner State Description:

Reporting Owner Relationship:

Is Director? Yes

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Officer Title:

Other Text:

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1162870

Owner Name: WARBURG PINCUS LLC

Reporting Owner Address:

Owner Street 1: 450 LEXINGTON AVENUE

Owner Street 2:

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10017

Owner State Description:

Reporting Owner Relationship:

Is Director? Yes

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Officer Title:

Other Text:

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1621224

Owner Name: Warburg Pincus Partners GP LLC

Reporting Owner Address:

Owner Street 1: C/O WARBURG PINCUS LLC

Owner Street 2: 450 LEXINGTON AVENUE

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10017

Owner State Description:

Reporting Owner Relationship:

Is Director? Yes

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Officer Title:

Other Text:

Aff 10b5 One: 0

Non-Derivative Table:

Non-Derivative Transaction:

Security Title:

Value: Common Stock, $0.01 par value per share ("Common Stock")

Transaction Date:

Value: 3/4/24

Deemed Execution Date:

Transaction Coding:

Transaction Form Type: 4

Transaction Code: S

Equity Swap Involved? No

Transaction Timeliness:

Transaction Amounts:

Transaction Shares:

Value: 16,594,363

Footnote ID: F1

Transaction Price Per Share:

Value: 14.3075

Transaction Acquired-Disposed Code:

Value: D

Post-Transaction Amounts:

Shares Owned Following Transaction:

Value: 88,822,952

Footnote ID: F2

Ownership Nature:

Direct or Indirect Ownership:

Value: I

Nature of Ownership:

Value: See Footnote

Footnote ID: F3

Footnote ID: F4

Footnote ID: F5

Footnote ID: F6

Footnotes:

Footnote - F1: On March 4, 2024, certain of the Warburg Pincus Entities (as defined below) sold a total of 16,594,363 shares of Common Stock of Sotera Health Company (the "Issuer") in an underwritten public secondary offering (the "Offering").

Footnote - F2: Following the Offering, consists of (i) 71,083,263 shares of Common Stock of the Issuer held by Bull Holdco L.P. ("Bull Holdco") and (iii) 17,739,689 shares of Common Stock of the Issuer held by Bull Co-Invest L.P., a Delaware limited partnership ("Bull Co-Invest").

Footnote - F3: 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").

Footnote - F4: 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."

Footnote - F5: 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.

Footnote - F6: 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.

Remarks: Form 2 of 2. Two reports are filed that relate to the same transactions. See Form 1 of 2 for additional reporting entities. Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

Owner Signature:

Signature Name: See Exhibit 99.1

Signature Date: 3/6/24

Warburg Pincus & Co., et al. – ‘4’ for 3/4/24 re: Sotera Health Co.

On: Wednesday, 3/6/24, at 5:39pm ET · For: 3/4/24 · As: Director and 10% Owner · Accession #: 1999371-24-3176 · File #: 1-39729

Previous ‘4’: ‘4’ on 3/6/24 for 3/4/24 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — sotera_form4-030624.xml/5.8

This ‘4’ Document is an XML Data File that may be rendered in various formats:

The SEC has not released XSLT Stylesheets needed to render this File’s XML Data as a Form.

Warburg Pincus & Co., et al. – ‘4’ for 3/4/24 re: Sotera Health Co.

On: Wednesday, 3/6/24, at 5:39pm ET · For: 3/4/24 · As: Director and 10% Owner · Accession #: 1999371-24-3176 · File #: 1-39729

Previous ‘4’: ‘4’ on 3/6/24 for 3/4/24 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — sotera_form4-030624.xml/5.8

This ‘4’ Document is an XML Data File that may be rendered in various formats:

The SEC has not released XSLT Stylesheets needed to render this File’s XML Data as a Form.

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents