Sec Form 4 Filing - GOLDMAN SACHS & CO. LLC @ Avantor, Inc. - 2020-08-21-04:00

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 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) 08/21-04:00/2020 (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 08/21-04:00/2020 S 15,397,005 ( 2 ) D $ 19.5065 43,483,708 ( 3 ) ( 4 ) ( 5 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 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

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 Offshore, L.P. 200 WEST STREET NEW YORK, NY10282 X StoneBridge 2018, L.P. 200 WEST STREET NEW YORK, NY10282 X Signatures /s/ Jamison Yardley, Attorney-in-fact 08/25-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/25-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/25-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/25-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/25-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/25-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/25-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/25-04:00/2020 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 08/25-04:00/2020 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 )Pursuant to an underwriting agreement, dated August 19, 2020, and in connection with the registered public offering of shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") pursuant to the prospectus, dated as of August 19, 2020 and filed with the U.S. Securities and Exchange Commission on August 21, 2020 pursuant to Rule 424(b)(7) under the Securities Act, which offering was consummated on August 21, 2020 (the "Offering"), BSPI sold 15,397,005 shares of Common Stock. Goldman Sachs was one of the underwriters in the Offering. ( 3 )As of August 21, 2020, after giving effect to the sale made in connection with the Offering, (i) BSPI owns directly 10,507,085 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. ( 4 )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. ( 5 )Goldman Sachs and GS Group may be deemed to beneficially own indirectly 43,481,933 shares of Common Stock by reason of direct beneficial ownership of such shares by the GS Funds and BSPI. 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 1,775 shares of Common Stock from exempt transactions. ( 6 )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. ( 7 )The Reporting Persons are currently analyzing additional trading activity in Avantor, Inc.'s equity securities and expect to file another Form 4 as promptly as reasonably practicable once that analysis is complete.

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