| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STER | Common Stock | Sale | -49.8M | -100% | 0 | Oct 31, 2024 | See footnotes | F1, F2, F3, F4, F5, F6 |
Goldman Sachs Group Inc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | The shares of Company common stock ("Company Common Stock") were disposed of pursuant to the Agreement and Plan of Merger, dated as of February 28, 2024 (the "Merger Agreement"), by and among Sterling Check Corp., a Delaware corporation (the "Company"), First Advantage Corporation, a Delaware corporation ("Parent"), and Starter Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent, whereby at the effective time of the merger contemplated therein (the "Effective Time"), [Footnote continued below] |
| F2 | [Footnote continued from above] each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, at the election of the holder of such share of Company Common Stock, and subject to proration in accordance with the Merger Agreement: (i) $16.73 per share in cash, without interest (the "Cash Consideration") or (ii) 0.979 shares of common stock, par value $0.001 per share, of Parent, together with cash in lieu of fractional shares, if any, at the rate per share of common stock of Parent of the last reported sale price of common stock of Parent on NASDAQ (as reported in The Wall Street Journal or, if not reported therein, in another authoritative source mutually selected by Parent and the Company) on the last complete trading day prior to the date of the Effective Time (the "Stock Consideration"). |
| F3 | Each of Goldman Sachs, BSPI and BSCA (each as defined below) is a wholly owned subsidiary of GS Group (as defined below). 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 | As of October 31, 2024, after giving effect to the sale described in this Form 4, each of Checkers, BSPI and BSCA holds 0 shares of Company Common Stock. As of October 31, 2024, GS Group and Goldman Sachs are deemed to beneficially own 0 shares of Company Common Stock. |