Chief Executive Officer Vlok Nicolaas exercised 144,421 shares at a strike of $6.06 and sold $3,220,787 worth of shares (144,421 units at $22.30) (SEC Form 4)
$MLNK
Computer Software: Prepackaged Software
Technology
| 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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
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) 12/16/2024 | ||||||||||||||||||||||||||
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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 | 12/16/2024 | M(1) | 65,492 | A | $6.0607 | 1,108,874 | D | |||
| Common Stock, par value $0.001 | 12/16/2024 | S(1) | 65,492 | D | $22.4356(2) | 1,043,382 | D | |||
| Common Stock, par value $0.001 | 12/17/2024 | M(1) | 78,929 | A | $6.0607 | 1,122,311 | D | |||
| Common Stock, par value $0.001 | 12/17/2024 | S(1) | 78,929 | D | $22.19(3) | 1,043,382 | D | |||
| Common Stock, par value $0.001 | 29,810 | I | See Footnote(4) | |||||||
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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) | $6.0607 | 12/16/2024 | M(1) | 65,492 | (5) | 10/09/2029 | Common Stock, par value $0.001 | 65,492 | $0 | 2,058,727 | D | ||||
| Stock Option (option to buy) | $6.0607 | 12/17/2024 | M(1) | 78,929 | (5) | 10/09/2029 | Common Stock, par value $0.001 | 78,929 | $0 | 1,979,798 | D | ||||
| Explanation of Responses: |
| 1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 12, 2024. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.08 to $22.61, 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. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.01 to $22.34, 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 shares are held directly by the Vlok Family Trust, dated March 17, 2009. The reporting person and his spouse are the co-trustees of the Vlok Family Trust, dated March 17, 2009 and share sole voting and dispositive power with respect to all securities held by such entity. The reporting person may be deemed to be the beneficial owner of the securities held by the Vlok Family Trust, dated March 17, 2009. |
| 5. With respect to (i) 912,500 of the shares underlying the option, one third of such shares vested on September 1, 2020, and the remaining two thirds of such shares vested in 24 equal monthly instalments thereafter, in each case subject to the reporting person's continued service through the applicable vesting date, (ii) 912,500 of the shares underlying this option vested upon the Company's level of achievement of a predetermined EBITDA metric, and (iii) 500,000 of the shares underlying this option vested immediately prior to the effectiveness of the Company's registration statement filed on form S-1 for its initial public offering. |
| Remarks: |
| /s/ Kayla Dailey, as Attorney-in-Fact | 12/18/2024 | |
| ** 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. | ||