Goldman Sachs Group Inc - Sep 23, 2021 Form 4 Insider Report for Sterling Check Corp. (STER)

Role
10%+ Owner
Signature
/s/ Crystal Orgill, Attorney-in-fact
Stock symbol
STER
Transactions as of
Sep 23, 2021
Transactions value $
-$207,050,880
Form type
4
Date filed
9/29/2021, 08:47 PM
Previous filing
Sep 22, 2021
Next filing
Nov 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STER Common Stock Sale -$5.71K -200 0% $28.56 69.6M Sep 23, 2021 See footnotes F1, F2, F3, F4, F5
transaction STER Common Stock Purchase $4.6K +200 +0% $23.00 69.6M Sep 23, 2021 See footnotes F1, F2, F3, F4, F5
transaction STER Common Stock Sale -$2.7K -100 0% $27.00 69.6M Sep 23, 2021 See footnotes F1, F2, F3, F4, F5
transaction STER Common Stock Sale -$207M -9.6M -13.81% $21.56 60M Sep 27, 2021 See footnotes F3, F4, F5, F6, F7, F8
transaction STER Common Stock Purchase $2.65K +100 +0% $26.46 60M Sep 28, 2021 See footnotes F1, F2, F3, F4, F5, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Without conceding that 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, as amended, the amount of profit potentially recoverable by the issuer from the reported transactions will be promptly remitted to the issuer.
F2 These transactions in the common stock, par value $0.01 per share, of the issuer ("Common Stock") were effected by 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.
F3 Each of Goldman Sachs, BSPI and BSCA is a wholly owned subsidiary of GS Group. Goldman Sachs is the manager of each of BSPI and BSCA and the investment manager of Checkers. BSCA is the general partner of Checkers. Because of the relationships among the Reporting Persons, each of GS Group and Goldman Sachs may be deemed a beneficial owner of Common Stock held by Checkers, BSPI and BSCA, and BSCA may be deemed a beneficial owner of Common Stock held by Checkers.
F4 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"), Checkers Control Partnership, L.P. ("Checkers"), and Broad Street Control Advisors, L.L.C. ("BSCA" and, together with GS Group, Goldman Sachs, BSPI and Checkers, the "Reporting Persons").
F5 Each Reporting Person 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 Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F6 Pursuant to an underwriting agreement, dated September 22, 2021 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock pursuant to the final prospectus dated September 22, 2021, which offering was consummated on September 27, 2021 (the "Offering"), Checkers and BSPI sold in aggregate 9,603,419 shares of Common Stock, consisting of 6,349,076 shares of Common Stock sold by Checkers and 3,254,343 shares of Common Stock sold by BSPI.
F7 Goldman Sachs was one of the underwriters in the Offering. In Table I above, the per share sale price of $21.5625 set forth in the Underwriting Agreement has been rounded to the nearest whole cent.
F8 As of September 27, 2021, after giving effect to the sales made in connection with the Offering, Checkers holds 39,635,846 shares of Common Stock, BSPI holds 20,316,320 shares of Common Stock and BSCA holds 1,064 shares of Common Stock.