| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | STER | Common Stock | Disposed to Issuer | -32.4K | -100% | 0 | Oct 31, 2024 | Direct | F1, F2, F3, F4 |
Richard S. Dziadzio 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. |
Mr. Dziadzio is the Executive Vice President and Interim Chief Financial Officer of Sterling Check Corp.