| 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 | 06/28/2024 | J(1)(2) | 32,109,898 | D | (1)(2) | 60,692 | I | See Remarks | ||
| Common Stock | 06/28/2024 | D | 60,692(4) | D | $14.35(5) | 0 | I | See footnote(3) | ||
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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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| Explanation of Responses: |
| 1. On June 28, 2024, Hearts Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Hearts Parent, LLC, a Delaware limited liability company ("Parent"), completed its merger (the "Merger") with and into HireRight Holdings Corporation (the "Issuer"), pursuant to the terms of the Agreement and Plan of Merger, dated February 15, 2024 (the "Merger Agreement"), by and among Parent, Merger Sub and the Issuer. The Issuer was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent (cont'd in FN2). |
| 2. (cont'd from FN1) Immediately prior to the effective time of the Merger (the "Effective Time"), General Atlantic (HRG) Collections, L.P., GAPCO AIV Interholdco (GS), L.P., GA AIV-1 B Interholdco (GS), L.P., GA AIV-1 A Interholdco (GS), L.P. and General Atlantic Partners (Bermuda) HRG II, L.P. contributed and transferred to an entity that indirectly owns 100% of the equity interests of Parent ("TopCo") 32,109,898 shares of common stock of the Issuer ("Shares") in exchange for newly issued equity interests of TopCo. |
| 3. The securities were held by Peter Munzig, Joshua Feldman and Rene Kern solely for the benefit of General Atlantic Service Company, L.P., which is controlled by the partnership committee of GASC MGP, LLC (the "Partnership Committee"*). Each of the members of the Partnership Committee disclaims ownership of the shares except to the extent that he has a pecuniary interest therein. |
| 4. Represents 60,692 Shares that were disposed of at the Effective Time pursuant to the Merger Agreement. |
| 5. At the Effective Time, each outstanding Share was canceled and converted into the right to receive $14.35 in cash, without interest, per Share. |
| Remarks: |
| Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. General Atlantic, L.P., GAP (Bermuda) L.P., GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, GAP Coinvestments V, LLC, GAP Coinvestments CDA, L.P., General Atlantic (SPV) GP (Bermuda), LLC, General Atlantic GenPar (Bermuda), L.P., General Atlantic Partners (Lux) SCSp, General Atlantic GenPar (Lux) SCSp, General Atlantic (Lux) S.a r.l., General Atlantic Partners (Bermuda) IV, L.P., General Atlantic Partners (Bermuda) EU, L.P., General Atlantic Partners (Bermuda) HRG II, L.P., General Atlantic GenPar, L.P., General Atlantic (HRG) Collections, L.P., GAPCO AIV Interholdco (GS), L.P., GA AIV-1 B Interholdco (GS), L.P., GA AIV-1 A Interholdco (GS), L.P., General Atlantic Partners AIV-1 A, L.P., GA AIV-1 B Interholdco, L.P., General Atlantic Partners AIV-1 B, L.P., General Atlantic Partners 100, L.P., GAPCO AIV Holdings, L.P., and General Atlantic (SPV) GP, LLC may be deemed to be members of a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. *The Partnership Committee is formerly the Management Committee, with composition effective pending applicable regulatory approvals.// Form 2 of 2 |
| /s/ Michael Gosk | 06/28/2024 | |
| /s/ Michael Gosk | 06/28/2024 | |
| /s/ Michael Gosk | 06/28/2024 | |
| /s/ Michael Gosk | 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. | ||
