| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STER | Common Stock | Disposed to Issuer | -326K | -100% | 0 | Oct 31, 2024 | Direct | F1, F2 | ||
| transaction | STER | Common Stock | Disposed to Issuer | -180K | -100% | 0 | Oct 31, 2024 | See footnote | F1, F2, F9 | ||
| transaction | STER | Common Stock | Disposed to Issuer | -12.8K | -100% | 0 | Oct 31, 2024 | Direct | F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STER | Employee Stock Option (Right to Buy) | Disposed to Issuer | -24.4K | -100% | 0 | Oct 31, 2024 | Common Stock | 24.4K | $23.00 | Direct | F8 | ||
| transaction | STER | Employee Stock Option (Right to Buy) | Disposed to Issuer | -61.8K | -100% | 0 | Oct 31, 2024 | Common Stock | 61.8K | $8.35 | Direct | F5, F6, F7 | ||
| transaction | STER | Employee Stock Option (Right to Buy) | Disposed to Issuer | -24K | -100% | 0 | Oct 31, 2024 | Common Stock | 24K | $9.68 | Direct | F5, F6, F7 | ||
| transaction | STER | Employee Stock Option (Right to Buy) | Disposed to Issuer | -11.3K | -100% | 0 | Oct 31, 2024 | Common Stock | 11.3K | $9.68 | Direct | F5, F6, F7 |
L. Frederick Sutherland 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 | This number reflects the number of shares of Company Common Stock subject to outstanding restricted stock awards. |
| F4 | Pursuant to the Merger Agreement, as of the Effective Time, each restricted share of Company Common Stock (each, a "Company Restricted Share") was converted into the right to receive, at the election of the holder of such Company Restricted Share, and subject to proration in accordance with the Merger Agreement: (i) $16.73 per share in restricted cash (the "Restricted Cash Consideration") or (ii) 0.979 shares of Stock Consideration, in the form of restricted stock of Parent (the "Restricted Stock Consideration"), in either case, subject to substantially the same terms and conditions as were applicable to such Company Restricted Shares. |
| F5 | Pursuant to the Merger Agreement, as of the Effective Time, each outstanding in-the-money Company stock option (i.e., a stock option that has an exercise price per share that is less than the per-share cash consideration of $16.73) (each, an "In-The-Money Company Stock Option"), whether vested or unvested, was canceled, with the holder becoming entitled to receive merger consideration based on each share of Net Option Stock that is associated with such In-The-Money Company Stock Option. The number of shares of "Net Option Stock" subject to an In-The-Money Company Stock Option is the number of shares of Company Common Stock equal to the excess of $16.73 over the per-share exercise price of such In-The-Money Company Stock Option multiplied by the number of shares of Company Common Stock underlying such In-The-Money Company Stock Option divided by $16.73. |
| F6 | Pursuant to the Merger Agreement, as of the Effective Time, each outstanding share of Net Option Stock associated with vested In-The-Money Company Stock Options ("Vested Net Option Stock") was converted into the right to receive, at the election of the holder, and subject to proration in accordance with the Merger Agreement: (i) the Cash Consideration or (ii) the Stock Consideration. |
| F7 | Pursuant to the Merger Agreement, as of the Effective Time, each outstanding share of Net Option Stock associated with unvested In-The-Money Company Stock Options ("Unvested Net Option Stock") was converted into the right to receive, at the election of the holder, and subject to proration in accordance with the Merger Agreement: (i) the Restricted Cash Consideration or (ii) the Restricted Stock Consideration, in either case, subject to substantially the same terms and conditions as were applicable under such In-The-Money Company Stock Options underlying the Unvested Net Option Stock. |
| F8 | Pursuant to the Merger Agreement, as of the Effective Time, each outstanding out-of-the-money Company Stock option (i.e., a stock option that has an exercise price per share that is greater than the per-share cash consideration of $16.73), whether vested or unvested, was canceled for no consideration. |
| F9 | These securities are held by McWain Partners, LLC, an entity in which the reporting person and his spouse share investment control. McWain Partners, LLC is owned by 4 trusts, the beneficiaries of which are the reporting person's adult children and the reporting person's spouse is the trustee of the trusts. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |