Sec Form 4 Filing - Natauri Jo @ Avantor, Inc. - 2019-05-21-04:00

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Natauri Jo 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) (Last) (First) (Middle) 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/21-04:00/2019 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 05/21-04:00/2019 C 66,471,429 A 66,471,429 I ( 1 ) ( 2 ) ( 7 ) See Footnotes ( 1 ) ( 2 ) ( 7 ) Common Stock, par value $0.01 per share 05/21-04:00/2019 A 5,000,000 ( 5 ) A 71,471,429 ( 3 ) ( 4 ) ( 5 ) I ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants ( 6 ) 05/21-04:00/2019( 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Natauri Jo 200 WEST STREET NEW YORK, NY10282 X Signatures /s/Jennifer Lee 05/23-04:00/2019 Signature of Reporting Person Date

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.

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