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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Sotera Health Company (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
83601L102 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 83601L102 |
| 1 | Names of Reporting Persons
Darsana Capital Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13G
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| CUSIP No. | 83601L102 |
| 1 | Names of Reporting Persons
Darsana Capital Partners GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13G
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| CUSIP No. | 83601L102 |
| 1 | Names of Reporting Persons
Darsana Master Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 83601L102 |
| 1 | Names of Reporting Persons
Darsana Capital GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13G
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| CUSIP No. | 83601L102 |
| 1 | Names of Reporting Persons
Anand Desai | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
25,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Sotera Health Company | |
| (b) | Address of issuer's principal executive offices:
9100 South Hills Blvd, Suite 300, Broadview Heights, OH 44147 | |
| Item 2. | ||
| (a) | Name of person filing:
Darsana Capital Partners LP
Darsana Capital Partners GP LLC
Darsana Master Fund LP
Darsana Capital GP LLC
Anand Desai | |
| (b) | Address or principal business office or, if none, residence:
Darsana Capital Partners LP
40 WEST 57TH STREET, 22ND FLOOR, NEW YORK, NY, 10019
Darsana Capital Partners GP LLC
40 WEST 57TH STREET, 22ND FLOOR, NEW YORK, NY, 10019
Darsana Master Fund LP
40 WEST 57TH STREET, 22ND FLOOR, NEW YORK, NY, 10019
Darsana Capital GP LLC
40 WEST 57TH STREET, 22ND FLOOR, NEW YORK, NY, 10019
Anand Desai
40 WEST 57TH STREET, 22ND FLOOR, NEW YORK, NY, 10019 | |
| (c) | Citizenship:
Darsana Capital Partners LP - Delaware
Darsana Capital Partners GP LLC - Delaware
Darsana Master Fund LP - Cayman Islands
Darsana Capital GP LLC - Delaware
Anand Desai - United States | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value per share | |
| (e) | CUSIP No.:
83601L102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Darsana Capital Partners LP - 25,000,000
Darsana Capital Partners GP LLC - 25,000,000
Darsana Master Fund LP - 25,000,000
Darsana Capital GP LLC - 25,000,000
Anand Desai - 25,000,000 | |
| (b) | Percent of class:
Darsana Capital Partners LP - 8.8%
Darsana Capital Partners GP LLC - 8.8%
Darsana Master Fund LP - 8.8%
Darsana Capital GP LLC - 8.8%
Anand Desai - 8.8% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Darsana Capital Partners LP - 0
Darsana Capital Partners GP LLC - 0
Darsana Master Fund LP - 0
Darsana Capital GP LLC - 0
Anand Desai - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Darsana Capital Partners LP - 25,000,000
Darsana Capital Partners GP LLC - 25,000,000
Darsana Master Fund LP - 25,000,000
Darsana Capital GP LLC - 25,000,000
Anand Desai - 25,000,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Darsana Capital Partners LP - 0
Darsana Capital Partners GP LLC - 0
Darsana Master Fund LP - 0
Darsana Capital GP LLC - 0
Anand Desai - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Darsana Capital Partners LP - 25,000,000
Darsana Capital Partners GP LLC - 25,000,000
Darsana Master Fund LP - 25,000,000
Darsana Capital GP LLC - 25,000,000
Anand Desai - 25,000,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Darsana Capital Partners LP. None of those advisory clients, other than Darsana Master Fund LP, may be deemed to beneficially own more than 5% of the Common Stock, $0.01 par value. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please see Exhibit B attached hereto. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit Information
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Exhibit A - Joint Filing Agreement
Exhibit B - Control Person Identification |
Exhibit A
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13G Amendment No. 1 dated November 14, 2025 relating to the Common Stock, $0.01 par value per share, of Sotera Health Company shall be filed on behalf of the undersigned.
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DARSANA CAPITAL PARTNERS LP By: Darsana Capital Partners GP LLC, Its General Partner
By: /s/ Anand Desai | |
| Name: Anand Desai | |
| Title: Chief Executive Officer |
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DARSANA CAPITAL PARTNERS GP LLC
By: /s/ Anand Desai | |
| Name: Anand Desai | |
| Title: Chief Executive Officer |
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DARSANA MASTER FUND LP By: Darsana Capital GP LLC, Its General Partner
By: /s/ Anand Desai | |
| Name: Anand Desai | |
| Title: Chief Executive Officer |
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DARSANA CAPITAL GP LLC
By: /s/ Anand Desai | |
| Name: Anand Desai | |
| Title: Chief Executive Officer |
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ANAND DESAI
By: /s/ Anand Desai |
Exhibit B
CONTROL PERSON IDENTIFICATION
Darsana Capital Partners LP is the relevant entity for which each of Darsana Capital Partners GP LLC and Anand Desai may be considered a control person.