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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sterling Check Corp. [ STER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/23/2021		S		200⁽¹⁾⁽²⁾	D	$28.56	69,556,449⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	09/23/2021		P		200⁽¹⁾⁽²⁾	A	$23	69,556,649⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	09/23/2021		S		100⁽¹⁾⁽²⁾	D	$27	69,556,549⁽³⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock	09/27/2021		S		9,603,419⁽⁶⁾⁽⁷⁾	D	$21.56⁽⁶⁾⁽⁷⁾	59,953,130⁽³⁾	I	See footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁸⁾
Common Stock	09/28/2021		P		100⁽¹⁾⁽²⁾	A	$26.455	59,953,230⁽³⁾⁽⁸⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO. LLC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Broad Street Principal Investments, L.L.C.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Checkers Control Partnership, L.P.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Broad Street Control Advisors, L.L.C.

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Explanation of Responses:

1. Without conceding that riskless principal trades in connection with client trade facilitation in the ordinary course of business can result in liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, the amount of profit potentially recoverable by the issuer from the reported transactions will be promptly remitted to the issuer.

2. These transactions in the common stock, par value $0.01 per share, of the issuer ("Common Stock") were effected by Goldman Sachs acting as agent on behalf of certain international affiliates that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of their business.

3. Each of Goldman Sachs, BSPI and BSCA is a wholly owned subsidiary of GS Group. 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.

4. 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").

5. 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.

6. Pursuant to an underwriting agreement, dated September 22, 2021 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock pursuant to the final prospectus dated September 22, 2021, which offering was consummated on September 27, 2021 (the "Offering"), Checkers and BSPI sold in aggregate 9,603,419 shares of Common Stock, consisting of 6,349,076 shares of Common Stock sold by Checkers and 3,254,343 shares of Common Stock sold by BSPI.

7. Goldman Sachs was one of the underwriters in the Offering. In Table I above, the per share sale price of $21.5625 set forth in the Underwriting Agreement has been rounded to the nearest whole cent.

8. As of September 27, 2021, after giving effect to the sales made in connection with the Offering, Checkers holds 39,635,846 shares of Common Stock, BSPI holds 20,316,320 shares of Common Stock and BSCA holds 1,064 shares of Common Stock.

Remarks:

	/s/ Crystal Orgill, Attorney-in-fact	09/29/2021
	/s/ Crystal Orgill, Attorney-in-fact	09/29/2021
	/s/ Crystal Orgill, Attorney-in-fact	09/29/2021
	/s/ Crystal Orgill, Attorney-in-fact	09/29/2021
	/s/ Crystal Orgill, Attorney-in-fact	09/29/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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