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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MeridianLink, Inc. [ MLNK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/17/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $0.001 | 06/17/2024 | M(1) | 43,317 | A | $6.0606 | 413,195(2) | D | |||
Common Stock, par value $0.001 | 06/17/2024 | S(1) | 43,317 | D | $20.3072(3) | 369,878 | D | |||
Common Stock, par value $0.001 | 06/18/2024 | M(1) | 35,433 | A | $6.0606 | 405,311 | D | |||
Common Stock, par value $0.001 | 06/18/2024 | S(1) | 46,296 | D | $20.2964(4) | 359,015 | D | |||
Common Stock, par value $0.001 | 06/20/2024 | S(1) | 14,320 | D | $20.4798(5) | 344,695 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (option to buy) | $6.0606 | 06/17/2024 | M(1) | 43,317 | (6) | 10/15/2029 | Common Stock, par value $0.001 | 43,317 | $0 | 35,433 | D | ||||
Stock Option (option to buy) | $6.0606 | 06/18/2024 | M(1) | 35,433 | (6) | 10/15/2029 | Common Stock, par value $0.001 | 35,433 | $0 | 0 | D |
Explanation of Responses: |
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 18, 2024. |
2. Includes 900 shares of common stock acquired on April 30, 2024, pursuant to the MeridianLink, Inc. Employee Stock Purchase Plan. |
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.49, inclusive. The Reporting Person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.17 to $20.40, inclusive. The Reporting Person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.01 to $20.72, inclusive. The Reporting Person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
6. With respect to (i) 75,000 of the shares underlying the option, such shares vested upon the Issuer's achievement of a predetermined EBITDA metric on each of December 31, 2019, 2020, 2021, and 2022; and (ii) 60,000 of the shares underlying the option, 25% of such shares vested on October 14, 2020, and the remaining 75% of such shares vested in 36 equal monthly instalments thereafter, in each case subject to the reporting person's continued service through the applicable vesting date. |
Remarks: |
/s/ Kayla Dailey, as Attorney-in-Fact | 06/20/2024 | |
** 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. |