James R Matthews Form 4 HireRight / JAMES R MATTHEWS ownership change

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^*

MATTHEWS JAMES R

(Last) (First) (Middle)

100 CENTERVIEW DRIVE, SUITE 300

(Street)

NASHVILLE TN 37214

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HireRight Holdings Corp [ HRT ]

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)
06/02/2022

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

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	06/02/2022		M(1)		4,342(1)	A	$0	4,342	I	See footnote(2)

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
Restricted Stock Unit (RSU)	$0.0(2)	06/02/2022		M			4,342	(1)	(1)	Common Stock	4,342	$0	0	I	See footnote(2)
Restricted Stock Unit (RSU)	$0.0(2)	06/02/2022		A		10,891		(3)	(3)	Common Stock	10,891	$0	10,891	I	See footnote(2)

Explanation of Responses:

1. The restricted stock units (RSUs) were originally granted on October 28, 2021 under the Company's 2021 Omnibus Incentive Plan. The RSUs vested fully on June 2, 2022.

2. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. These RSUs granted to Mr. Matthews are held by him solely for the benefit of Stone Point Capital LLC (Stone Point), of which Mr. Matthews is a managing director. Mr. Matthews disclaims beneficial ownership of these RSUs, except to the extent of his pecuniary interest therein, if any. Stone Point may be deemed an indirect owner of these RSUs.

3. Restricted stock units award granted on June 2, 2022, which will vest on the earlier of the 2023 annual meeting or June 2, 2023, subject to continued service.

Remarks:

	/s/ Brian Copple, as Attorney-in-Fact, for James R. Matthews	06/06/2022
	** 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).
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