Statement of Changes in Beneficial Ownership (4)
November 16 2022 - 04:20PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * Carey James D |
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)
|
(Last)
(First)
(Middle)
100 CENTERVIEW DRIVE, SUITE 300 |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/14/2022
|
(Street)
NASHVILLE, TN 37214
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
11/14/2022 |
|
P |
|
62257 |
A |
$9.4228 (1) |
18467739 (2) |
I |
See footnote (2)(3)(4)(5) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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) |
The price reported in Column
4 is a weighted average price. These shares were purchased in
multiple transactions ranging from $9.25 to $9.50, inclusive. The
Reporting Persons undertake to provide to the Issuer, any security
holder of the Issuer, or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of
shares purchased at each separate price within the range set forth
above. |
(2) |
Includes 4,342 shares of the
Common Stock held by Mr. Carey solely for the benefit of Stone
Point Capital LLC (Stone Point), of which Mr. Carey is a managing
director. Mr. Carey disclaims beneficial ownership of these shares
of Common Stock, except to the extent of any pecuniary interest
therein. Stone Point may be deemed an indirect owner of these
shares of Common Stock. |
(3) |
Shares of Common Stock are
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. Mr. Carey as a member of
the investment committee and owner of one of the five general
partners of Trident Capital VII, L.P., may be deemed to be the
beneficial owner of the securities held directly by the Trident VII
Partnerships. |
(5) |
Mr. Carey disclaims
beneficial ownership of the shares of Common Stock held of record
or beneficially by the Trident VII Partnerships, except to the
extent of any 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 and Exchange Act of 1934 or
otherwise, Mr. Carey is the beneficial owner of any securities
reported herein. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Carey James D
100 CENTERVIEW DRIVE, SUITE 300
NASHVILLE, TN 37214 |
X |
|
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Signatures
|
/s/ Brian Copple, as Attorney-in-Fact, for James
D. Carey |
|
11/16/2022 |
**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). |
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 control number. |
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