Adrian M. Jones - Jun 12, 2023 Form 4 Insider Report for Sterling Check Corp. (STER)

Role
Director
Signature
/s/ Jamison Yardley, Attorney-in-fact
Stock symbol
STER
Transactions as of
Jun 12, 2023
Transactions value $
-$105,570,000
Form type
4
Date filed
6/14/2023, 06:51 PM
Previous filing
Sep 29, 2021
Next filing
Jul 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STER Common Stock Sale -$93.8M -8M -13.18% $11.73 52.7M Jun 12, 2023 See Footnotes F1, F2, F3
transaction STER Common Stock Sale -$11.7M -1M -1.9% $11.73 51.7M Jun 12, 2023 See Footnotes F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to an underwriting agreement, dated June 7, 2023, and in connection with the secondary offering of shares of common stock, par value $0.01 per share, of the issuer ("Common Stock") pursuant to the final prospectus supplement dated June 7, 2023, which offering was consummated on June 12, 2023 (the "Offering"), Checkers Control Partnership, L.P. ("Checkers") and Broad Street Principal Investments, L.L.C. ("BSPI") sold in the aggregate 8,000,000 shares of Common Stock, consisting of 5,950,131 shares of Common Stock sold by Checkers and 2,049,869 shares of Common Stock sold by BSPI.
F2 Goldman Sachs (as defined below) was one of the underwriters in the Offering.
F3 The reporting person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
F4 Pursuant to a share repurchase agreement, dated June 5, 2023, BSPI sold 1,000,000 shares of Common Stock in connection with a share repurchase by Sterling Check Corp. which was consummated on June 12, 2023 concurrently with the Offering.
F5 Goldman Sachs and GS Group may be deemed to beneficially own indirectly 33,685,715 shares of Common Stock held by Checkers, 17,266,451 shares of Common Stock held by BSPI and 1,064 shares of Common Stock held by Broad Street Control Advisors, L.L.C., in each case of which GS Group and affiliates of GS Group are the member, general partner, manager or investment manager, as applicable. In addition, as of June 12, 2023, GS Group and Goldman Sachs may be deemed to beneficially own all of the abovementioned shares of Common Stock and are deemed to beneficially own an additional 723,209 shares of Common Stock.