Amended Statement of Ownership (sc 13g/a)
06 Februar 2023 - 10:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
HireRight Holdings Corp.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
433537107
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
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The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934, as amended
(“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications:
W. Bruce Newsome, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5000
SCHEDULE 13G
CUSIP No. 433537107
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1 |
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Names of Reporting Persons
RJC GIS Holdings, LLC
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2 |
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Check the appropriate box if a member of a Group (see
instructions)
(a) ☒ (b) ☐
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3 |
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Sec Use Only
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4 |
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5 |
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Sole Voting Power
0
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6 |
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Shared Voting Power
10,770,969
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7 |
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Sole Dispositive Power
0
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8 |
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Shared Dispositive Power
10,770,969
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
10,770,969
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10 |
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Check box if the aggregate amount in row (9) excludes certain
shares (See Instructions)
☐
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11 |
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Percent of class represented by amount in row (9)
13.5% (1)
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12 |
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Type of Reporting Person (See Instructions)
OO
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(1) |
Based upon 79,484,907 shares of common stock, par
value $0.001 per share, of the Issuer (the “Common Stock”)
outstanding as of October 27, 2022, as disclosed in the
Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2022, that was filed on November 4, 2022
(“Form 10-Q”), by the
Issuer with the U.S. Securities and Exchange Commission (the
“SEC”).
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SCHEDULE 13G
CUSIP No. 433537107
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1 |
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Names of Reporting Persons
Jeanne S. Conrad
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2 |
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Check the appropriate box if a member of a Group (see
instructions)
(a) ☒ (b) ☐
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3 |
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Sec Use Only
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4 |
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Citizenship or Place of Organization
Florida
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5 |
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Sole Voting Power
0
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6 |
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Shared Voting Power
10,770,969
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7 |
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Sole Dispositive Power
0
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8 |
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Shared Dispositive Power
10,770,969
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
10,770,969
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10 |
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Check box if the aggregate amount in row (9) excludes certain
shares (See Instructions)
☐
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11 |
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Percent of class represented by amount in row (9)
13.5% (1)
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12 |
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Type of Reporting Person (See Instructions)
IN
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(1) |
Based upon 79,484,907 shares of Common Stock
outstanding as of October 27, 2022, as disclosed in the Form
10-Q.
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SCHEDULE 13G
CUSIP No. 433537107
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1 |
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Names of Reporting Persons
Raymond W. Conrad
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2 |
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Check the appropriate box if a member of a Group (see
instructions)
(a) ☒ (b) ☐
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3 |
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Sec Use Only
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4 |
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Citizenship or Place of Organization
Florida
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5 |
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Sole Voting Power
0
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6 |
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Shared Voting Power
10,770,969
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7 |
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Sole Dispositive Power
0
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8 |
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Shared Dispositive Power
10,770,969
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting
Person
10,770,969
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10 |
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Check box if the aggregate amount in row (9) excludes certain
shares (See Instructions)
☐
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11 |
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Percent of class represented by amount in row (9)
13.5% (1)
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12 |
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Type of Reporting Person (See Instructions)
IN
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(1) |
Based upon 79,484,907 shares of Common Stock
outstanding as of October 27, 2022, as disclosed in the Form
10-Q.
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HireRight Holdings Corp.
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(b) |
Address of Issuer’s Principal Executive
Offices:
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100 Centerview Drive, Suite 300, Nashville, TN 37214
(a) |
Name of Person Filing:
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This statement is jointly filed by and on behalf of each of RJC GIS
Holdings LLC (“RJC”), Jeanne S. Conrad, and Raymond
W. Conrad (collectively referred herein as “Reporting
Persons”). All of the interests in RJC are held by
(a) The Raymond W. Conrad Revocable Trust dated April 17,
2009, of which Raymond Conrad is trustee; (b) The Jeanne S.
Conrad Revocable Trust dated April 17, 2009, of which Jeanne
Conrad is trustee; (c) the RWC Family Trust, of which Jeanne
Conrad is trustee; and (d) the JSC Family Trust, of which
Raymond Conrad is trustee.
Each Reporting Person declares that neither the filing of this
statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or
13(g) of the Act or any other purpose, the beneficial owner of any
securities covered by this statement.
Each Reporting Person is a member of a group with respect to the
issuer or securities of the issuer for the purpose of
Section 13(d) or 13(g) of the Act.
(b) |
Address of Principal Business Office or, if None,
Residence:
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The address of the principal business office of each of the
Reporting Persons is 401 Quay Commons, PH 1801 Sarasota, Florida
34236.
See Item 4 on the cover page(s) hereto.
(d) |
Title and Class of Securities:
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Common Stock, par value $0.001 per share
433537107
Item 3. |
If this statement is filed pursuant to §§
240.13d-1(b) or
240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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☐ |
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Broker or dealer registered under Section 15
of the Act; |
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(b)
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☐ |
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Bank as defined in Section 3(a)(6) of the
Act; |
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(c)
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☐ |
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Insurance company as defined in
Section 3(a)(19) of the Act; |
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(d)
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☐ |
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Investment company registered under Section 8
of the Investment Company Act of 1940; |
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(e)
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☐ |
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); |
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(f)
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☐ |
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An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g)
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☐ |
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A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h)
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A savings associations as defined in
Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
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(i)
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A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment
Company Act of 1940; |
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(j)
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☐ |
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A non-U.S.
institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
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(k)
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☐ |
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a
non-U.S. institution in
accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify
the type of institution: ____ |
(a) |
Amount Beneficially Owned as of the time of
filing: See Item 9 on the cover pages(s) hereto.
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(b) |
Percent of Class as of the time of
filing: See Item 11 on the cover page(s) hereto.
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(c) |
As of the time of filing, number of shares as to
which such person has:
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(i) |
Sole power to vote or to direct the vote: See Item
5 on the cover pages hereto.
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(ii) |
Shared power to vote or to direct the vote: See
Item 6 on the cover pages hereto.
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(iii) |
Sole power to dispose or to direct the disposition
of: See Item 7 on the cover pages hereto.
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(iv) |
Shared power to dispose or to direct the
disposition of: See Item 8 on the cover pages hereto.
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Item 5. |
Ownership of Five Percent or Less of a
Class.
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If this statement is being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial
owners of more than five percent of the class of securities, check
the following ☐.
Item 6. |
Ownership of more than Five Percent on Behalf of
Another Person.
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Not applicable
Item 7. |
Identification and classification of the subsidiary
which acquired the security being reported on by the parent holding
company or control person.
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Not applicable
Item 8. |
Identification and classification of members of the
group.
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Not applicable
Item 9. |
Notice of Dissolution of Group.
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Not applicable
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect other
than activities solely in connection with a nomination under §
240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: February 6, 2023
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By:
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/s/ Raymond W. Conrad
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Name:
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Raymond W. Conrad
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Title:
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President
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JEANNE S. CONRAD
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RAYMOND W. CONRAD
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By:
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/s/ Raymond W. Conrad
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EXHIBIT INDEX
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Exhibit
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Description of Exhibit
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99.1 |
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Joint Filing Agreement (filed herewith). |
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