UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HIREQUEST, INC.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
433535101
(CUSIP
Number)
Richard
Hermanns
111
Springhall Drive
Goose
Creek, SC 29445
(843)
723-7400
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January
21, 2021
(Date
of Event which Requires Filing of this Statement)
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 Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. [ ]
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CUSIP
No. 433535101
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1
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Names
of Reporting Persons
Richard
Hermanns
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2
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Check
the Appropriate Box if a Member of a
Group
(a) [
] (b) [
]
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3
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SEC Use
Only
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4
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Source
of Funds (See Instructions)
PF
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5
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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6
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Citizenship or
Place of Organization
United
States
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Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
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7
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Sole
Voting Power
3,549,239
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8
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Shared
Voting Power
0
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9
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Sole
Dispositive Power
3,549,239
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10
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Shared
Dispositive Power
0
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11
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Aggregate Amount
Beneficially Owned by Each Reporting Person
3,549,239
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares [
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13
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Percent
of Class Represented by Amount in Row (11)
26.1
(1)
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14
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Type of
Reporting Person
IN
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(1)
Calculated based on
13,604,949 shares of common stock of the Issuer outstanding as of
January 21, 2021.
EXPLANATORY NOTE
This
Amendment No. 3 (the “Amendment”) to Schedule 13D (the
“Schedule 13D”) amends and supplements the Schedule 13D
filed by the Reporting Person (as defined below) on April 18, 2019,
as amended by Amendment No. 1 filed on July 25, 2019, as amended by
Amendment No. 2 filed on March 16, 2020. Capitalized terms used but
not defined herein have the meaning ascribed to them in the
Schedule 13D.
Item
1.
Security
and Issuer
This
Amendment relates to the common stock, $0.001 par value per share
(the “Shares”), of HireQuest, Inc., a Delaware
corporation (the “Issuer”). The address of the
principal executive offices of the Issuer is 111 Springhall Drive,
Goose Creek, SC 29445.
Item
2.
Identity
and Background
This
Amendment is being filed by Richard Hermanns (the “Reporting
Person”) The Reporting Person is President, CEO, and Chairman
of Issuer. The Reporting Person’s business address is 111
Springhall Drive, Goose Creek, SC 29445.
During
the last five years, the Reporting Person has not been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
The
Reporting Person is a United States citizen.
Item
3.
Source
and Amount of Funds or Other Consideration
The
Reporting Person was issued 5,705,792 Shares in exchange for his
membership interests in Hire Quest Holdings, LLC (“Hire
Quest”), pursuant to the Agreement and Plan of Merger dated
April 8, 2019 (the “Merger Agreement”) among the
Issuer, Hire Quest and the other parties thereto, pursuant to which
Hire Quest became a wholly-owned subsidiary of the
Issuer.
50,000
of the Shares beneficially owned by the Reporting Person represent
shares of restricted stock granted to him on September 23, 2019 in
his capacity as President and CEO of Issuer pursuant to the
Company’s 2016 Stock Incentive Plan. 25,000 of these shares
will vest on September 1, 2021. Thereafter, 3,125 shares will vest
on the last day of each of the eight fiscal quarters immediately
following September 1, 2021.
3,707
of the Shares beneficially owned by the Reporting Person represent
shares of restricted stock granted to him on January 17, 2020 and
July 23, 2020 pursuant to a provision in the Employment Agreement
dated September 1, 2019 by and among the Reporting Person, HQ LTS
Corporation, and the Issuer (the “Employment
Agreement”) whereby the Issuer matches 20% of open market
purchases made by Mr. Hermanns with restricted shares of common
stock up to certain annual thresholds. These shares will vest
between December 17, 2021 and February 27, 2022.
The
Reporting Person purchased 134,740 Shares pursuant to a rule 10b5-1
Plan entered into by the Reporting Person on November 20, 2019 (the
“10b5-1 Plan”). Purchases pursuant to the 10b5-1 Plan
were made between December 17, 2019 and May 14, 2020 at prices
between $6.08 and $6.75. Purchases were funded with the Reporting
Person’s personal funds.
On
November 9, 2020, the Reporting Person gifted 245,000 of the Shares
to the Hermanns Family Foundation, a charitable foundation. This
was a bona fide gift for which no payment was received by the
Reporting Person.
On
January 21, 2021, the Reporting Person gifted 2,100,000 of the
Shares to the Richard F. & Lisa S. Hermanns Dynasty Trust (the
“Trust”) dated July 16, 2008. This was a bona fide gift
for which no payment was received by the Reporting
Person.
Item
4.
Purpose of
Transaction
The
Reporting Person gifted the 2,100,000 Shares to the Trust for
estate planning purposes. Subject to market and business conditions
and other factors, the Reporting Person may purchase additional
Shares, maintain his present ownership of Shares, or sell some or
all of the Shares.
Item
5.
Interest
in Securities of the Issuer
(a) and
(b) The
Reporting Person beneficially owns and has sole voting and
dispositive power with respect to 3,549,239 Shares, representing
26.1% of the outstanding Shares.
(c) Other
than as described in this Amendment, the Reporting Person has not
effected any transaction in Shares during the past 60
days.
(d) To
the knowledge of the Reporting Person, no person has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Shares covered by this
Amendment.
(e) Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Pursuant to the
Merger Agreement, the Issuer was obligated to appoint four
directors selected by Hire Quest to its board of directors, which
included the Reporting Person, and three of the Issuer’s
directors prior to the Merger remained on the board of directors
following the Closing (the “Company Directors”). The
Merger Agreement provides that, of the Company Directors, one will
remain on the Board until the 2022 annual shareholder meeting, the
second will remain on the Board until the 2021 annual shareholder
meeting, and the third remained on the Board until the 2020 annual
shareholder meeting. The other information required to be disclosed
in this Item is incorporated by reference to Items 4 and 5 of this
Amendment.
Item
7.
Material
to be Filed as Exhibits
Exhibit
1
Agreement and Plan
of Merger, dated as of April 8, 2019, by and among Command Center,
Inc., Hire Quest Holdings, LLC, CCNI One, Inc., Command Florida,
LLC and Richard Hermanns, incorporated by reference to Exhibit 2.1
to the Issuer’s Current Report on Form 8-K filed on April 9,
2019.
Exhibit
2
Employment
Agreement among HQ LTS Corporation, the Issuer, and Richard
Hermanns, incorporated by reference to Exhibit 10.2 to the
Issuer’s Current Report on Form 8-K filed on September 26,
2019.
SIGNATURES
After
reasonable inquiry and to the best of each of the
undersigned’s knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true,
complete and correct.
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Dated: February 2, 2021
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/s/
Richard Hermanns___________
Richard
Hermanns