| 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, F4, F5 |
| transaction | STER | Common Stock | Sale | -$11.7M | -1M | -1.9% | $11.73 | 51.7M | Jun 12, 2023 | See Footnotes | F3, F4, F5, F6, F7 |
| 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 and BSPI (each as defined below) 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 | 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 | 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. |
| F7 | As of June 12, 2023, after giving effect to the sales described in this Form 4, Checkers holds 33,685,715 shares of Common Stock, BSPI holds 17,266,451 shares of Common Stock and BSCA holds 1,064 shares of Common Stock. In addition, as of June 12, 2023, GS Group and Goldman Sachs are 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. |