Avantor, Inc. — Director's Dealing 2019

May 24, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avantor, Inc. (AVTR)
CIK: 0001722482
Period of Report: 2019-05-21-04:00

Reporting Person: GOLDMAN SACHS & CO. LLC (N/A)
Reporting Person: GOLDMAN SACHS GROUP INC (N/A)
Reporting Person: StoneBridge 2017 Offshore, L.P. (N/A)
Reporting Person: StoneBridge 2017, L.P. (N/A)
Reporting Person: StoneBridge 2018 Offshore, L.P. (N/A)
Reporting Person: Broad Street Principal Investments, L.L.C. (N/A)
Reporting Person: VWR Partners, L.P. (N/A)
Reporting Person: StoneBridge 2018, L.P. (N/A)
Reporting Person: Bridge Street Opportunity Advisors, L.L.C. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-21-04:00	Common Stock, par value $0.01 per share	C	66471429	—	Acquired	66471429	Indirect
2019-05-21-04:00	Common Stock, par value $0.01 per share	A	5000000	—	Acquired	71471429	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-21-04:00	Warrants	$	A	1133920	Acquired		Common Stock ()	Indirect

Footnotes

F1: 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").

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.