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*
Jones Adrian M

(Last) (First) (Middle)
STERLING CHECK CORP.
6150 OAK TREE BOULEVARD, SUITE 490

(Street)
INDEPENDENCE OH 44131

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Common Stock 06/12/2023 S 8,000,000(1)(2) D $11.73 52,676,439 I See Footnotes(3)
Common Stock 06/12/2023 S 1,000,000(4) D $11.73 51,676,439(5) I See Footnotes(3)(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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 Control Partnership, L.P. ("Checkers") and Broad Street Principal Investments, L.L.C. ("BSPI") 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.
2. Goldman Sachs (as defined below) was one of the underwriters in the Offering.
3. The reporting person is a managing director of Goldman Sachs & Co. LLC ("Goldman Sachs"). Goldman Sachs is a subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
4. 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.
5. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 33,685,715 shares of Common Stock held by Checkers, 17,266,451 shares of Common Stock held by BSPI and 1,064 shares of Common Stock held by Broad Street Control Advisors, L.L.C., in each case of which GS Group and affiliates of GS Group are the member, general partner, manager or investment manager, as applicable. In addition, as of June 12, 2023, GS Group and Goldman Sachs may be 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.
Remarks:
/s/ Jamison Yardley, Attorney-in-fact 06/14/2023
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Power of Attorney

The undersigned does hereby make, constitute and appoint each of Jamison
Yardley, Crystal Orgill, Chad Christensen, and Carson Williams (and any other
employee, of the Goldman Sachs Group, Inc. (the "company") or one of its
affiliates, performing the function in connection with which this Power of
Attorney has been granted designated in writing by one of the
attorneys-in-fact), as his true and lawful attorney-in-fact, acting for him in
his respective name, place and stead, whether acting individually or as a
representative of other to approve, execute and deliver any documentation
required to be made by him under the securities Exchange Act of 1934 (as
amended, the "act"), with respect to securities which may be deemed to be
beneficially owned by him under the Act, such documents to be in such form as
such attorney-in-fact may approve on the undersigned's behalf, such approval to
be conclusively evidenced by the due execution thereof, and granting unto such
attorney-in-fact full power, including substitution and resubstitution, and
authority to act in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and hereby ratifies, approves and
confirms all that such attorney-in-fact shall lawfully do or cause to be done by
virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until the earlier
of (i) September 14, 2024 and (ii) such time that it is revoked in writing by
the undersigned; provided that in the event the attorney-in-fact ceases to be an
employee of the Company or its affiliates or ceases to perform the function in
connection with which he was appointed attorney-in-fact prior to such time, this
Power of Attorney shall cease to have effect in relation to such
attorney-in-fact up such cessation but shall continue in full force and effect
in relation to any remaining attorney-in-fact. The undersigned has the
unrestricted right unilaterally to revoke the Power of Attorney.

This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to the rules of conflicts of
law.

IN WITTNESS WHEREOF, the undersigned has duly subscribed these presents as of
September 15, 2021.

By: /s/ Adrian M. Jones
Name: Adrian M. Jones