Statement of Changes in Beneficial Ownership (4)
06 Juni 2022 - 9:12PM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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
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Carey James D |
2. Issuer Name and Ticker or Trading Symbol
HireRight Holdings Corp
[
HRT
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
100 CENTERVIEW DRIVE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/2/2022 |
(Street)
NASHVILLE, TN 37214
(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)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/2/2022 | | M(1) | | 4342 (1) | A | $0 | 4342 | I | See footnote (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Restricted Stock Unit (RSU) | $0.0 (2) | 6/2/2022 | | M | | | 4342 | (1) | (1) | Common Stock | 4342.0 | $0 | 0 | I | See footnote (2) |
Restricted Stock Unit (RSU) | $0.0 (2) | 6/2/2022 | | A | | 10891 | | (3) | (3) | Common Stock | 10891.0 | $0 | 10891 | I | See footnote (2) |
Explanation of Responses: |
(1) | The restricted stock units (RSUs) were originally granted on October 28, 2021 under the Company's 2021 Omnibus Incentive Plan. The RSUs vested fully on June 2, 2022. |
(2) | Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock. These RSUs granted to Mr. Carey are held by him 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 RSUs, except to the extent of his pecuniary interest therein, if any. Stone Point may be deemed an indirect owner of these RSUs. |
(3) | Restricted stock units award granted on June 2, 2022, which will vest on the earlier of the 2023 annual meeting or June 2, 2023, subject to continued service. |
Reporting Owners
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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
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/s/ Brian Copple, as Attorney-in-Fact, for James D. Carey | | 6/6/2022 |
**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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