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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 12/13/23 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1645070 |
| Issuer Name: Sterling Check Corp. |
| Issuer Trading Symbol: STER |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 886982 |
| | Owner Name: GOLDMAN SACHS GROUP INC |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 769993 |
| | Owner Name: GOLDMAN SACHS & CO. LLC |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1575993 |
| | Owner Name: Broad Street Principal Investments, L.L.C. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1645928 |
| | Owner Name: Checkers Control Partnership, L.P. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1883665 |
| | Owner Name: Broad Street Control Advisors, L.L.C. |
| Reporting Owner Address: |
| | Owner Street 1: 200 WEST STREET |
| | Owner Street 2: |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 12/13/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 157 |
| | | Transaction Price Per Share: |
| Value: 13.58 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 49,808,484 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnotes |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 12/22/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 157 |
| | | Transaction Price Per Share: |
| Value: 13.44 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 49,808,542 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnotes |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: The reported activity represents use of a Goldman Sachs firm error account to make whole a client who, due to issues in the Nasdaq exchange's FIX / RASH order handling system, failed to receive STER shares that the client purchased on the exchange on December 13, 2023. Without conceding this trading activity can result in liability under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the amount of profit potentially recoverable by the Issuer from the reported transactions in the event that they were subject to Section 16(b) will be remitted to the Issuer. |
| Footnote - F2: 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. |
| Footnote - F3: 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"). |
| Footnote - F4: 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. |
| Footnote - F5: As of September 13, 2023, Checkers holds 32,928,405 shares of Common Stock, BSPI holds 16,878,275 shares of Common Stock and BSCA holds 1,064 shares of Common Stock. In addition, as of June 30, 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 740 shares of Common Stock. |
| Remarks: |
| Owner Signature: |
| Signature Name: Crystal Orgill, Attorney-in-fact |
| Signature Date: 12/26/23 |
