Sec Form 4 Filing - GOLDMAN SACHS & CO. LLC @ Avantor, Inc. - 2019-06-13-04:00

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 GOLDMAN SACHS & CO. LLC 2. Issuer Name and Ticker or Trading Symbol Avantor, Inc. [ AVTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/13-04:00/2019 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 06/13-04:00/2019 X 1,133,920 ( 2 ) ( 3 ) A $ 0.002 72,605,349 ( 2 ) ( 3 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 9 ) Common Stock, par value $0.01 per share 05/26-04:00/2020 S 13,726,411 ( 4 ) ( 5 ) D $ 15.9 ( 4 ) ( 5 ) 58,881,710 ( 6 ) ( 7 ) ( 8 ) I See Footnotes ( 1 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )

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 to purchase Common Stock $ 0.002 06/13-04:00/2019 X 1,133,920 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock ( 2 ) ( 3 ) 1,133,920 ( 2 ) ( 3 ) $ 0 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN SACHS & CO. LLC 200 WEST STREET NEW YORK, NY10282 X StoneBridge 2017, L.P. 200 WEST STREET NEW YORK, NY10282-2198 X StoneBridge 2017 Offshore, L.P. 200 WEST STREET NEW YORK, NY10282-2198 X VWR Partners, L.P. 200 WEST STREET NEW YORK, NY10282 X Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK, NY10282 X Bridge Street Opportunity Advisors, L.L.C. 200 WEST STREET NEW YORK, NY10282 X GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY10282 X StoneBridge 2018, L.P. 200 WEST STREET NEW YORK, NY10282 X StoneBridge 2018 Offshore, L.P. 200 WEST STREET NEW YORK, NY10282 X Signatures /s/ Jamison Yardley, Attorney-in-fact 05/28-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 05/28-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 05/28-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 05/28-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 05/28-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 05/28-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 05/28-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 05/28-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 05/28-04:00/2020 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"), Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("StoneBridge 2017"), StoneBridge 2017 Offshore, L.P. ("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 Bridge Street Opportunity Advisors, L.L.C. ("Bridge Street"). GS Group, Goldman Sachs, BSPI, the GS Funds and Bridge Street are defined collectively as the "Reporting Persons". ( 2 )On June 13, 2019, the Reporting Persons 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. Specifically, (i) 1,080,595 warrants were exercised by BSPI; (ii) 36,475 warrants were exercised by StoneBridge 2017; and (iii) 16,850 warrants were exercised by StoneBridge 2017 Offshore. ( 3 )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, (i) BSPI owned directly 31,943,095 shares of Common Stock, (ii) StoneBridge 2017 owned directly 842,500 shares of Common Stock, (iii) StoneBridge 2017 Offshore owned directly 389,396 shares of Common Stock, (iv) VWR owned directly 35,769,643 shares of Common Stock, (v) StoneBridge 2018 owned directly 2,576,838 shares of Common Stock and (vi) StoneBridge 2018 Offshore owned directly 1,083,877 shares of Common Stock. ( 4 )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 Funds and BSPI (together, the "GS Entities") sold in aggregate 13,726,411 shares of Common Stock, consisting of (i) 6,039,005 shares of Common Stock sold by BSPI, (ii) 159,279 shares of Common Stock sold by StoneBridge 2017, (iii) 73,617 shares of Common Stock sold by StoneBridge 2017 Offshore, (iv) 6,762,434 shares of Common Stock sold by VWR, (v) 487,164 shares of Common Stock sold by StoneBridge 2018 and (vi) 204,912 shares of Common Stock sold by StoneBridge 2018 Offshore. ( 5 )Goldman Sachs was one of the underwriters in the Offering. In Table I above, the per share sale price of $15.9046875 set forth in the Underwriting Agreement has been rounded to the nearest whole cent. ( 6 )As of May 26, 2020, after giving effect to the sales made in connection with the Offering, (i) BSPI owns directly 25,904,090 shares of Common Stock, (ii) StoneBridge 2017 owns directly 683,221 shares of Common Stock, (iii) StoneBridge 2017 Offshore owns directly 315,779 shares of Common Stock, (iv) VWR owns directly 29,007,209 shares of Common Stock, (v) StoneBridge 2018 owns directly 2,089,674 shares of Common Stock and (vi) StoneBridge 2018 Offshore owns directly 878,965 shares of Common Stock. ( 7 )Bridge Street is the sole general partner of each of the GS Funds and may be deemed to beneficially own indirectly 32,974,848 shares of Common Stock by reason of direct beneficial ownership of such shares by the GS Funds. ( 8 )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, the sole general partner of each of the GS Funds, 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. Goldman Sachs is a direct subsidiary of GS Group. In addition, Goldman Sachs and GS Group may be deemed to beneficially own 2,772 shares of Common Stock from exempt transactions. ( 9 )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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