Connolly Thomas Form 4 Avantor / Thomas Connolly ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Connolly Thomas

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Avantor, Inc. [ AVTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	05/21/2019		A		5,000,000⁽⁵⁾	A	⁽³⁾	71,471,429⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽²⁾⁽⁷⁾	See Footnotes⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock, par value $0.01 per share	05/21/2019		C		66,471,429	A	⁽³⁾⁽⁴⁾	66,471,429	I⁽¹⁾⁽²⁾⁽⁷⁾	See Footnotes⁽¹⁾⁽²⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	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 (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	⁽⁶⁾	05/21/2019⁽⁶⁾		A		1,133,920⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock⁽⁶⁾	$1,133,920⁽⁶⁾	⁽⁶⁾	1,133,920⁽⁶⁾	I⁽¹⁾⁽²⁾⁽⁶⁾⁽⁷⁾	See Footnotes⁽¹⁾⁽²⁾⁽⁷⁾

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co., LLC ("Goldman Sachs"), StoneBridge 2017, L.P., ("StoneBridge 2017") StoneBridge 2017 Offshore, L.P. ("StoneBridge 2017 Offshore"), Broad Street Principal Investments, L.L.C. ("BSPI"), VWR Partners, L.P. ("VWR"), StoneBridge 2018, L.P. ("StoneBridge 2018"), StoneBridge 2018 Offshore, L.P. ("StoneBridge 2018 Offshore")and Bridge Street Opportunity Advisors L.L.C. ("Bridge Street") (together, the "Reporting Persons").

2. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 71,471,429 shares of Common Stock, $0.01 par value per share ("Common Stock"), of Avantor, Inc. (the "Issuer") by reason of the direct beneficial ownership of such shares by BSPI, StoneBridge 2017, StoneBridge 2017 Offshore, VWR, StoneBridge 2018, StoneBridge 2018 Offshore and Bridge Street (together, the "GS Entities") because affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner, managing general partner, managing partner, managing member or member of each of the GS Funds. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the GS Entities.

3. Each of the Reporting Persons held shares of Junior Convertible Preferred Stock (the "Junior Convertible Preferred") of the Issuer prior to the initial public offering of the Common Stock (the "IPO"). The Junior Convertible Preferred by its terms, automatically converted into Common Stock upon the closing of the Issuer's IPO. The number of shares of common stock received upon conversion of the Existing Junior Convertible Preferred Stock was based on the aggregate liquidation preference of such stock divided by the initial public offering price of $14.00 per share.

4. Specifically on May 21, 2019, (i) 26,576,786 shares of Junior Convertible Preferred beneficially owned by BSPI were automatically converted into 26,576,786 shares of Common Stock; (ii)806,025 shares of Junior Convertible Preferred beneficially owned by StoneBridge 2017 were automatically converted into 806,025 shares of Common Stock; (iii)372,546 shares of Junior Convertible Preferred beneficially owned by StoneBridge 2017 Offshore were automatically converted into 372,546 shares of Common Stock; (iv) 35,769,643 shares of Junior Convertible Preferred beneficially owned by VWR were automatically converted into 35,769,643 shares of Common Stock; (v)2,074,050 shares of Junior Convertible Preferred beneficially owned by StoneBridge 2018 were automatically converted into 2,074,050 shares of Common Stock;and (vi) 872,379 shares of Junior Convertible Preferred beneficially owned by StoneBridge 2018 Offshore were automatically converted into 872,379 shares of Common Stock.

5. BSPI acquired 5,000,000 shares of Common Stock at a price of $14 per share during the IPO out of which 502,788 shares and 211,498 shares were subsequently transferred to StoneBridge 2018 and StoneBridge 2018 Offshore respectively on May 21, 2019.

6. As of May 23, 2019, the Reporting Persons collectively hold 1,133,920 shares of warrants that can be exercised on a one-for-one basis. Specifically, (i)1,080,595 shares of warrants are held by BSPI; (ii) 36,475 shares of warrants are held by StoneBridge 2017; and (iii) 16,850 shares of warrants are held by StoneBridge 2017 Offshore.

7. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

	/s/Jennifer Lee	05/23/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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Connolly Thomas Form 4Avantor / Thomas Connolly ownership change