Statement of Changes in Beneficial Ownership (4)
November 16 2022 - 04:19PM
Edgar (US Regulatory)
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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 * STONE POINT CAPITAL
LLC |
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 __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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|
(Last)
(First)
(Middle)
20 HORSENECK LANE, |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/14/2022
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|
(Street)
GREENWICH, CT 06830-6327
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line) ___
Form filed by One Reporting Person
_ X _ 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 |
|
40325 |
A |
$9.4228 (1) |
11959030 |
D (2)(3)(4)(5) |
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|
Common Stock, par value $0.001 per
share |
11/14/2022 |
|
P |
|
19605 |
A |
$9.4228 (1) |
5814235 |
D (3)(4)(5)(6) |
|
|
Common Stock, par value $0.001 per
share |
11/14/2022 |
|
P |
|
338 |
A |
$9.4228 (1) |
100067 |
D (3)(4)(5)(7) |
|
|
Common Stock, par value $0.001 per
share |
11/14/2022 |
|
P |
|
1989 |
A |
$9.4228 (1) |
590065 |
D (3)(4)(5)(8) |
|
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) |
These shares of Common Stock
are held by Trident VII, L.P. |
| (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. |
| (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
are held by Trident VII Parallel Fund, L.P. |
| (7) |
These shares of Common Stock
are held by Trident VII DE Parallel Fund, L.P. |
| (8) |
These shares of Common Stock
are 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
be deemed a director by deputization in respect of the Issuer. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT 06830-6327 |
X |
X |
|
|
Trident VII, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT 06830 |
X |
X |
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|
Trident VII Parallel Fund, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT 06830 |
X |
X |
|
|
Trident VII DE Parallel Fund, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT 06830 |
X |
X |
|
|
Trident VII Professionals Fund, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT 06830 |
X |
X |
|
|
Trident Capital VII, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT 06830 |
X |
X |
|
|
Stone Point GP Ltd.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT 06830-6327 |
X |
X |
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Signatures
|
|
/s/ Jacqueline Giammarco, Managing Director, for
Stone Point Capital LLC |
|
11/16/2022 |
| **Signature of Reporting
Person |
Date |
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/s/ Jacqueline Giammarco, Vice President, for
Trident VII, L.P. |
|
11/16/2022 |
| **Signature of Reporting
Person |
Date |
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/s/ Jacqueline Giammarco, Vice President, for
Trident VII Parallel Fund, L.P. |
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11/16/2022 |
| **Signature of Reporting
Person |
Date |
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/s/ Jacqueline Giammarco, Vice President, for
Trident VII DE Parallel Fund, L.P. |
|
11/16/2022 |
| **Signature of Reporting
Person |
Date |
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/s/ Jacqueline Giammarco, Vice President, for
Trident VII Professionals Fund, L.P. |
|
11/16/2022 |
| **Signature of Reporting
Person |
Date |
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/s/ Jacqueline Giammarco, Vice President, for
Trident Capital VII, L.P. |
|
11/16/2022 |
| **Signature of Reporting
Person |
Date |
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/s/ Jacqueline Giammarco, Vice President, for
Stone Point GP Ltd. |
|
11/16/2022 |
| **Signature of Reporting
Person |
Date |
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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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