Sterling Fund Management LLC - Sep 10, 2024 Form 4 Insider Report for Keypath Education International, Inc. (NONE)

Role
10%+ Owner
Signature
/s/ M. Avi Epstein, attorney-in-fact for Sterling Fund Management LLC
Stock symbol
NONE
Transactions as of
Sep 10, 2024
Transactions value $
$0
Form type
4
Date filed
9/12/2024, 09:51 PM
Previous filing
Apr 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NONE Common Stock Disposed to Issuer -142M -100% 0 Sep 10, 2024 See below F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sterling Fund Management LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 In connection with the acquisition of the Issuer by Karpos Intermediate, LLC, an affiliate of Sterling Partners, pursuant to the Agreement and Plan of Merger, dated as of May 23, 2024, by and among the Issuer, Karpos Intermediate, LLC and Karpos Merger Sub, Inc., and pursuant to the Contribution and Exchange Agreement between AVI Mezz Co., L.P. and Sterling Karpos Holdings, LLC, dated May 23, 2024, the reported securities were exchanged for Sterling Karpos Holdings, LLC Equity Units.
F2 The reported securities were directly held by AVI Mezz Co., L.P. The general partner of AVI Mezz Co., L.P. is Sterling Capital Partners IV, L.P. ("SCP IV"). The general partner of SCP IV is SC Partners IV, LP ("SC Partners LP"). The general partner of SC Partners LP is Sterling Capital Partners IV, LLC ("SC Partners IV"). SCP IV is party to a management agreement with Sterling Fund Management, LLC. Each of these persons disclaim beneficial ownership of the securities reported herein, except to the extent of such person's pecuniary interest therein.
F3 This filing shall not be deemed an admission that any of these persons is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership by such person of any securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.