Avantor, Inc. — Director's Dealing 2020

May 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avantor, Inc. (AVTR)
CIK: 0001722482
Period of Report: 2019-06-13-04:00

Reporting Person: Connolly Thomas (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-13-04:00	Common Stock, par value $0.01 per share	X	1133920	$0.002	Acquired	72605349	Indirect
2020-05-26-04:00	Common Stock, par value $0.01 per share	S	13726411	$15.9	Disposed	58881710	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-13-04:00	Warrants to purchase Common Stock	$0.002	X	1133920	Disposed		Common Stock (1133920)	Indirect

Footnotes

F1: The Reporting Person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a direct subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the 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.

F2: On June 13, 2019, Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("StoneBridge 2017") and StoneBridge 2017 Offshore, L.P. ("StoneBridge 2017 Offshore") exercised an aggregate of 1,133,920 warrants to acquire shares of common stock, par value $0.01 per share, of the Issuer (the "Common Stock") on a one-for-one basis.

F3: The terms of the warrants are set forth in the warrant certificate, a form of which was filed on May 3, 2019 as Exhibit 10.12 to the Issuer's registration statement on Form S-1. After giving effect to the exercise of the warrants, prior to the Offering described below, StoneBridge 2017, StoneBridge 2017 Offshore, VWR Partners, L.P. ("VWR"), StoneBridge 2018, L.P. ("StoneBridge 2018"), StoneBridge 2018 Offshore, L.P. ("StoneBridge 2018 Offshore" and, together with StoneBridge 2017, StoneBridge 2017 Offshore, VWR and StoneBridge 2018, the "GS Funds") and BSPI (together with the GS Funds, the "GS Entities") owned an aggregate of 72,605,349 shares of Common Stock.

F4: Pursuant to an underwriting agreement, dated May 20, 2020 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock, pursuant to the final prospectus, dated May 20, 2020, which offering was consummated on May 26, 2020 (the "Offering"), the GS Entities sold in aggregate 13,726,411 shares of Common Stock. Goldman Sachs was one of the underwriters in the Offering. In Table I above, the per share price of $15.9046875 set forth in the Underwriting Agreement has been rounded to the nearest whole cent.

F5: As of May 26, 2020, Goldman Sachs and GS Group may be deemed to beneficially own indirectly 58,878,938 shares of Common Stock by reason of direct beneficial ownership of such shares by the GS Entities. Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street") is the sole general partner of each of the GS Funds and an indirect wholly-owned subsidiary of GS Group. Goldman Sachs is the manager of BSPI and Bridge Street, and the investment manager of each of the GS Funds. In addition, Goldman Sachs and GS Group may be deemed to beneficially own 2,772 shares of Common Stock from exempt transactions.

F6: Effective May 7, 2020, the Reporting Person is no longer a member of the Issuer's board of directors.