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
HireRight Holdings Corp [ HRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2024 | ||||||||||||||||||||||||||
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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 per share | 06/28/2024 | J(1) | 11,959,030 | D | (1) | 0 | D(2)(3)(4)(5) | |||
| Common Stock, par value $0.001 per share | 06/28/2024 | J(1) | 5,814,235 | D | (1) | 0 | D(3)(4)(5)(6) | |||
| Common Stock, par value $0.001 per share | 06/28/2024 | J(1) | 100,067 | D | (1) | 0 | D(3)(4)(5)(7) | |||
| Common Stock, par value $0.001 per share | 06/28/2024 | J(1) | 590,065 | D | (1) | 0 | D(3)(4)(5)(8) | |||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant the Agreement and Plan of Merger by and among HireRight Holdings Corporation (the "Issuer"), Hearts Parent, LLC, a Delaware limited liability company ("Parent"), and Hearts Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on June 28, 2024, Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation as a wholly owned subsidiary of Parent (the "Merger"). Immediately prior to the effective time of the Merger, each share of the Issuer's common stock (the "Common Stock") beneficially owned by the Reporting Persons was contributed and transferred to an entity that indirectly owns 100% of the equity interests of Parent ("TopCo") in exchange for newly issued equity interests of TopCo. Each such share of the Issuer's Common Stock was then cancelled and ceased to exist. |
| 2. These shares of Common Stock were held by Trident VII, L.P. |
| 3. Shares of Common Stock were held by Trident VII, L.P., Trident VII Parallel Fund, L.P., Trident VII DE Parallel Fund, L.P. and Trident VII Professionals Fund, L.P. (the "Trident VII Partnerships"). Trident Capital VII, L.P. ("Trident VII GP") is the general partner of Trident VII, L.P., Trident VII Parallel Fund, L.P. and Trident VII DE Parallel Fund, L.P., and Stone Point GP Ltd. is the general partner of Trident VII Professionals Fund, L.P. |
| 4. Pursuant to certain management agreements, Stone Point Capital LLC, the investment manager of the Trident VII Partnerships, has received delegated authority by Trident VII GP relating to the Trident VII Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VII Partnerships without first receiving direction from the Investment Committee of the Trident VII GP or a majority of the general partners of the Trident VII GP. |
| 5. Each of the Reporting Persons disclaims any beneficial ownership of any shares of Common Stock held by the Trident VII Partnerships except to the extent of its pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. |
| 6. These shares of Common Stock were held by Trident VII Parallel Fund, L.P. |
| 7. These shares of Common Stock were held by Trident VII DE Parallel Fund, L.P. |
| 8. These shares of Common Stock were held by Trident VII Professionals Fund, L.P. |
| Remarks: |
| James D. Carey, a member and Managing Director of Stone Point Capital LLC, is a member of the board of directors of the Issuer. Mr. Carey as a member of the investment committee and owner of one of the five general partners of Trident VII GP, may be deemed to be the beneficial owner of the securities held directly by the Trident VII Partnerships. On the basis of the relationships between Mr. Carey and the Reporting Persons, each of the Reporting Persons may have been deemed a director by deputization in respect of the Issuer. |
| TRIDENT VII, L.P., By: Trident Capital VII, L.P., its sole general partner, By: DW Trident GP, LLC, a general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 06/28/2024 | |
| TRIDENT VII PARALLEL FUND, L.P., By: Trident Capital VII, L.P., its sole general partner, By: DW Trident GP, LLC, a general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 06/28/2024 | |
| TRIDENT VII DE PARALLEL FUND, L.P., By: Trident Capital VII, L.P., its sole general partner, By: DW Trident GP, LLC, a general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 06/28/2024 | |
| TRIDENT VII PROFESSIONALS FUND, L.P., By: Stone Point GP Ltd., its sole general partner, By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 06/28/2024 | |
| TRIDENT CAPITAL VII, L.P., By: DW Trident GP, LLC, a general partner, By:/s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 06/28/2024 | |
| STONE POINT GP LTD., By: /s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Vice President | 06/28/2024 | |
| STONE POINT CAPITAL LLC, By:/s/ Jacqueline Giammarco, Name: Jacqueline Giammarco, Title: Managing Director | 06/28/2024 | |
| ** 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. | ||