CFO and Treasurer Spaeth Thomas M. returned $332,863 worth of shares to the company (23,196 units at $14.35), closing all direct ownership in the company (SEC Form 4)
$HRT
Business Services
Consumer Discretionary
| 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 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
HireRight Holdings Corp [ HRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | D | 23,196 | D | $14.35(1) | 0 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Restricted Stock Unit (RSU) | (2) | 06/28/2024 | D | 333,944 | (3) | (3) | Common Stock | 333,944 | (3) | 0 | D | ||||
| Stock Option | $19 | 06/28/2024 | D | 162,797 | (4) | (4) | Common Stock | 162,797 | (4) | 0 | D | ||||
| Stock Option | $15.97 | 06/28/2024 | D | 228,672 | (5) | (5) | Common Stock | 228,672 | (5) | 0 | D | ||||
| Performance-based Restricted Stock Unit (PSU) | $0 | 06/28/2024 | D | 105,820 | (6) | (6) | Common Stock | 105,820 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents securities disposed of under the Agreement and Plan of Merger (the ?Merger Agreement?), dated February 15, 2024, among HireRight Holdings Corporation (the ?Company?), Hearts Parent, LLC and Hearts Merger Sub, Inc. (?Merger Sub?), under which Merger Sub was merged with and into the Company (the ?Merger?), with the Company continuing as the surviving corporation (the ?Surviving Corporation?) in the Merger. At the effective time of the Merger (the ?Effective Time?), each issued and outstanding share of common stock of the Company (?Share?) was cancelled and converted into the right to receive $14.35 in cash (the ?Merger Consideration?) without interest thereon. |
| 2. Each Company restricted stock unit (?Company RSUs?) represented a contingent right to receive one Share upon vesting of the Company RSU. |
| 3. Under the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was converted into the right to receive a cash-based award in an amount equal in value to the product of (A) the total number of Shares subject to such Company RSU multiplied by (B) the Merger Consideration, which cash-based award remains subject to the same vesting conditions as the corresponding Company RSU. |
| 4. Under the Merger Agreement, at the Effective Time, each option to purchase Shares (a ?Company Option?) that was reported in this row was cancelled for no consideration. |
| 5. Under the Merger Agreement, at the Effective Time, each Company Option that was reported in this row was converted into an option to purchase the same number of shares of common stock of the Surviving Corporation (or an affiliate thereof) at the same exercise price per Share and subject to the same terms and conditions as the applicable Company Option (including vesting conditions). |
| 6. Under the Merger Agreement, at the Effective Time, each restricted stock unit subject to one or more performance-based vesting conditions that was reported in this Form 4 in respect of the Company?s total stockholder return was forfeited and cancelled for no consideration. |
| /s/ Brian W. Copple as attorney-in-fact for Thomas M. Spaeth | 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. | ||