HireRight (HRT) SC 13D/AHireRight / GENERAL ATLANTIC ownership change

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This Amendment No. 4 (this “Amendment No. 4”) to Schedule 13D (the “Statement”) is being filed to amend the Statement as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 9, 2022, as amended by Amendment No. 1 dated November 17, 2023, Amendment No. 2 dated December 8, 2023 and Amendment No. 3 dated February 16, 2024, with respect to the common stock, par value $0.001 per share (the “common stock”) of HireRight Holdings Corporation, a company incorporated in Delaware (the “Company”), whose principal executive offices are located at 100 Centerview Drive, Suite 300, Nashville, Tennessee 37214. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Statement. Except as set forth below, all previous Items and disclosures set forth in the Statement remain unchanged.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented by the addition of the following:

On June 21, 2024, at a special meeting of the Company’s stockholders, the Company’s stockholders voted to approve a proposal to adopt the Merger Agreement.

On June 28, 2024, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which the Merger became effective. In the Merger, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”). As a result of the Merger, the Company ceased to be a publicly traded company and became a privately held company and a subsidiary of Parent, beneficially owned by the Sponsors.

At the effective time of the Merger (the “Effective Time”), (A) each share of common stock issued and outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive $14.35 in cash per share without interest, except for (i) common stock beneficially owned by Parent or Merger Sub (including all of the common stock owned by the Sponsors, which was, immediately prior to the Effective Time contributed to an indirect parent company of Parent pursuant to the terms of the GA Support Agreement and the Support Agreement with certain of Stone Point Capital LLC’s affiliated investment funds) which was cancelled for no consideration; (ii) common stock owned by the Company or any subsidiary of the Company as treasury stock or otherwise as of immediately prior to the Effective Time, which was cancelled for no consideration; (iii) common stock reserved for issuance, settlement and allocation by the Company upon exercise or vesting of any equity awards of the Company, which was treated as contemplated by Section 2.8 of the Merger Agreement; and (iv) shares of common stock owned by holders who had validly exercised and not effectively withdrawn or lost their right of appraisal in respect of such shares pursuant to Section 262 of the General Corporation Law of the State of Delaware; and (B) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time was converted into one share of common stock of the Surviving Corporation.

As a result of the Merger, the common stock will no longer be listed on any securities exchange or quotation system, including the New York Stock Exchange (“NYSE”) and the Company will cease to be a publicly traded company. On June 28, 2024, NYSE filed an application on Form 25 with the SEC to withdraw registration of the common stock under the Exchange Act. The deregistration will become effective 90 days after the filing of Form 25, or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days following the filing of the Form 25. The Company’s reporting obligations under the Exchange Act will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration becomes effective.

The consummation of the Merger and the other transactions described in this Item 4 have resulted or will result in a number of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D with respect to the Company, including the acquisition or disposition of securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the board of directors of the Company (as the Surviving Corporation), causing a class of securities of the Company to be delisted from a national securities exchange, a class of equity securities of the Company becoming eligible for termination of registration and a change in the Company’s articles of incorporation and bylaws to reflect that the Company has become a privately held company.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

The information set forth in Item 4 of this Amendment No. 4 is incorporated herein by reference.

(a) and (b) As of the date of this Amendment No. 4, the Reporting Persons do not beneficially own any common stock or have voting or dispositive power over any common stock.

(c) Except as otherwise described herein, none of the Reporting Persons has effected any transactions in the shares during the past 60 days.

(d) Not applicable.

(e) At the Effective Time, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the common stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Item 6 is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Amendment No. 4 is incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of June 28, 2024

SCHEDULE A

Members of the Partnership Committee* (as of the date hereof)

* The Partnership Committee is formerly the Management Committee, with composition effective pending applicable regulatory approvals.