Avantor, Inc. — Director's Dealing 2021

May 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Avantor, Inc. (AVTR)
CIK: 0001722482
Period of Report: 2019-05-17

Reporting Person: Connolly Thomas (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-17	Common Stock, par value $0.01 per share	P	13099	$14.00	Acquired	67619397	Indirect
2019-05-17	Common Stock, par value $0.01 per share	S	14049	$14.00	Disposed	67605348	Indirect
2019-07-31	Common Stock, par value $0.01 per share	P	55	$17.5476	Acquired	72612230	Indirect
2019-07-31	Common Stock, par value $0.01 per share	S	55	$17.5476	Disposed	72612175	Indirect
2019-08-06	Common Stock, par value $0.01 per share	P	88	$16.66	Acquired	72614264.87	Indirect
2019-08-06	Common Stock, par value $0.01 per share	S	88	$16.66	Disposed	72614176.87	Indirect
2019-08-12	Common Stock, par value $0.01 per share	P	16245	$16.5133	Acquired	72632694	Indirect
2019-08-12	Common Stock, par value $0.01 per share	S	16245	$16.5133	Disposed	72616449	Indirect
2019-08-12	Common Stock, par value $0.01 per share	P	9	$16.66	Acquired	72616458	Indirect
2019-08-12	Common Stock, par value $0.01 per share	S	9	$16.66	Disposed	72616449	Indirect
2019-09-06	Common Stock, par value $0.01 per share	P	67437	$16.5133	Acquired	72683598	Indirect
2019-09-06	Common Stock, par value $0.01 per share	S	67437	$16.5133	Disposed	72616161	Indirect
2019-09-06	Common Stock, par value $0.01 per share	P	49200	$17.0639	Acquired	72665361	Indirect
2019-09-06	Common Stock, par value $0.01 per share	S	49200	$17.0639	Disposed	72616161	Indirect
2019-09-09	Common Stock, par value $0.01 per share	P	149694	$16.4566	Acquired	72773570.99	Indirect
2019-09-09	Common Stock, par value $0.01 per share	S	149694	$16.4566	Disposed	72623876.99	Indirect
2019-09-25	Common Stock, par value $0.01 per share	P	1768	$14.70	Acquired	72621850.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	S	1768	$14.70	Disposed	72620082.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	P	4146	$14.76	Acquired	72624228.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	S	4146	$14.76	Disposed	72620082.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	P	100	$14.775	Acquired	72620182.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	S	100	$14.775	Disposed	72620082.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	P	3800	$14.78	Acquired	72623882.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	S	3800	$14.78	Disposed	72620082.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	P	100	$14.785	Acquired	72620182.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	S	100	$14.785	Disposed	72620082.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	P	5164	$14.79	Acquired	72625246.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	S	5164	$14.79	Disposed	72620082.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	P	9922	$14.80	Acquired	72630004.41	Indirect
2019-09-25	Common Stock, par value $0.01 per share	S	9922	$14.80	Disposed	72620082.41	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-18	6.250% Series A Mandatory Convertible Preferred Stock	$17.18	P	630	Acquired		Common Stock (1914.885)	Indirect
2020-06-18	6.250% Series A Mandatory Convertible Preferred Stock	$17.18	S	630	Disposed		Common Stock (1914.885)	Indirect

Footnotes

F1: These transactions in the common stock (the "Common Stock") of Avantor, Inc. (the "Issuer") have not previously been reported by the Reporting Person on Form 4.

F2: These transactions were effected by Goldman Sachs & Co. LLC ("Goldman Sachs") acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business. Without conceding riskless principal trades in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that they were subject to Section 16(b) has been remitted to the Issuer.

F3: The Reporting Person is a managing director of Goldman Sachs. Goldman Sachs is a direct subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). Effective May 7, 2020, the Reporting Person ceased to be a member of the Issuer's board of directors.

F4: As of October 21,2020, Goldman Sachs and GS Group may have been deemed to beneficially own indirectly 43,481,933 shares of Common Stock by reason of direct beneficial ownership of such shares by StoneBridge 2017, L.P., StoneBridge 2017 Offshore, L.P., VWR Partners, L.P., StoneBridge 2018, L.P. and StoneBridge 2018 Offshore, L.P. (together the "GS Funds") and Broad Street Principal Investments, L.L.C. ("BSPI"). Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street") is the sole general partner of each of the GS Funds and may be deemed to beneficially own shares of Common Stock by reason of direct beneficial ownership of such shares by the GS Funds. Bridge Street is 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.

F5: 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.

F6: The Series A Mandatory Convertible Preferred Stock (the "Preferred Stock") is convertible into shares of the Issuer's Common Stock. At any time prior to May 15, 2022, holders of the Preferred Stock may elect to convert each share of the Preferred Stock into shares of Common Stock at the minimum conversion rate of 3.0395 shares of Common Stock per share of Preferred Stock.