Large owner Nguyen Timothy disposed of 2,000,000 shares and returned 9,426,941 shares to the company (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). | ||||||||||||||||
| 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) 10/24/2025 | ||||||||||||||||||||||||||
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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 | 10/24/2025 | J | 2,000,000 | D | (1) | 8,612,415 | I | See Footnote(4) | ||
| Common Stock, par value $0.001 | 10/24/2025 | D(2) | 8,612,415 | D | (3) | 0 | I | See Footnote(4) | ||
| Common Stock, par value $0.001 | 10/24/2025 | D(2) | 814,526 | D | (3) | 0 | I | See Footnote(5) | ||
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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 | ||||||||
| Explanation of Responses: |
| 1. Pursuant to rollover agreements entered into by certain officers of the Issuer, including the Reporting Person, ML New Topco, L.P. ("Partnership") and ML Topco, Inc. ("Topco"), the Reporting Person contributed, transferred and assigned to Topco certain shares of Issuer's Common Stock, par value $0.001 per share (the "Issuer Common Stock") in exchange for newly issued shares of Topco ("Topco Shares"), and immediately thereafter contributed such Topco Shares to Partnership in exchange for newly issued units of Partnership, in accordance with the terms of the rollover agreements. |
| 2. This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 11, 2025, by and among the Issuer, ML Holdco, LLC, a Delaware limited liability company ("Parent"), and ML Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ML Holdco ("Merger Sub"). On October 24, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent. |
| 3. Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer Common Stock was automatically cancelled and converted into the right to receive $20.00 in cash, without interest (the "Merger Consideration"), less any applicable withholding taxes. |
| 4. The shares are held directly by SCML, LLC. The members of SCML, LLC are Apichat Treerojporn as trustee of various family trusts held for the benefit of Timothy Nguyen's family, and Timothy Nguyen may be deemed to be the beneficial owner of the securities held by SCML, LLC. Apichat Treerojporn is the sole manager of SCML, LLC, and has sole voting and dispositive powers with respect to all securities held by SCML, LLC. |
| 5. The shares are held directly by KCD30, LLC. Timothy Nguyen is the sole manager of KCD30, LLC and has sole voting and dispositive power with respect to all securities held by such entity. |
| /s/ Kayla Dailey, Attorney-in-Fact | 10/24/2025 | |
| ** 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. | ||