Statement of Changes in Beneficial Ownership (4)
December 07 2022 - 06:41PM
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 * GENERAL
ATLANTIC GENPAR (BERMUDA), L.P. |
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)
|
|
(Last)
(First)
(Middle)
C/O CONYERS CLIENT SERVICES LIMITED, CLARENDON HOUSE, 2
CHURCH STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/5/2022
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|
(Street)
HAMILTON, D0 HM11
(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 ("Common
Stock") |
12/5/2022 |
|
P(1) |
|
100000 |
A |
$13.30 (1) |
31765931 |
I |
See footnote (6)(7) |
|
Common Stock |
12/5/2022 |
|
P(1) |
|
36033 |
A |
$12.55 (2)(5) |
31801964 |
I |
See footnote (6)(7) |
|
Common Stock |
12/6/2022 |
|
P(1) |
|
136033 |
A |
$12.56 (3)(5) |
31937997 |
I |
See footnote (6)(7) |
|
Common Stock |
12/7/2022 |
|
P(1) |
|
136033 |
A |
$12.46 (4)(5) |
32074030 |
I |
See footnote (6)(7) |
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) |
Reflects the price of
certain purchases on December 5, 2022. The Common Stock was
purchased pursuant to a 10b5-1 trading plan in multiple
transactions at $13.30. The 10b5-1 trading plan was established by
General Atlantic Partners (Bermuda) HRG II, L.P., a Bermuda limited
partnership ("GA HRG II"), as of November 30, 2022 to provide for
purchases of Common Stock, from time to time, within pre-determined
price and quantity limits ("the Plan"). |
| (2) |
Reflects the weighted
average price of certain purchases on December 5, 2022. The Common
Stock was purchased pursuant to the Plan in multiple transactions
at prices ranging from $12.22 to 13.14, inclusive. |
| (3) |
Reflects the weighted
average price of purchases on December 6, 2022. The Common Stock
was purchased pursuant to the Plan in multiple transactions at
prices ranging from $12.20 to $12.70, inclusive. |
| (4) |
Reflects the weighted
average price of purchases on December 7, 2022. The Common Stock
was purchased pursuant to the Plan in multiple transactions at
prices ranging from $12.24 to $12.50, inclusive. |
| (5) |
The reporting person
undertakes to provide to HireRight Holdings Corp., any security
holder of HireRight Holdings Corp., or the staff of the Securities
and Exchange Commission, upon request, full information regarding
the number of shares sold at each separate price within the range
of purchase prices. |
| (6) |
The limited partners of GA
HRG II that share beneficial ownership of the Common Stock held by
GA HRG II are the following General Atlantic investment funds: GAP
Coinvestments CDA, L.P., a Delaware limited partnership ("GAPCO
CDA"), GAP Coinvestments III, LLC, a Delaware limited liability
company ("GAPCO III"), GAP Coinvestments IV, LLC, a Delaware
limited liability company ("GAPCO IV"), GAP Coinvestments V, LLC, a
Delaware limited liability company ("GAPCO V"), General Atlantic
Partners (Lux) SCSp, a Luxembourg special limited partnership ("GAP
Lux"), General Atlantic Partners (Bermuda) IV, L.P., a Bermuda
limited partnership ("GAP Bermuda IV") and General Atlantic
Partners (Bermuda) EU, L.P., a Bermuda limited partnership ("GAP
Bermuda EU"). General Atlantic (SPV) GP (Bermuda), LLC, a Bermuda
limited liability company ("GA SPV") is the general partner of GA
HRG II (cont'd in FN7). |
| (7) |
(cont'd from FN6) The
general partner of GAP Lux is General Atlantic GenPar (Lux) SCSp, a
Luxembourg special limited partnership ("GA GenPar Lux") and the
general partner of GA GenPar Lux is General Atlantic (Lux) S.a
r.l., a Luxembourg special limited partnership ("GA Lux Sarl").
General Atlantic GenPar (Bermuda), L.P., a Bermuda limited
partnership ("GA GenPar Bermuda") is the sole shareholder of GA Lux
Sarl, the sole member of GA SPV, the general partner of GAP Bermuda
IV and the general partner of GAP Bermuda EU. The general partner
of GA GenPar Bermuda is GAP (Bermuda) L.P., a Bermuda limited
partnership ("GAP Bermuda"). General Atlantic, L.P., a Delaware
limited partnership ("GA LP") is the managing member of GAPCO III,
GAPCO IV, and GAPCO V, and the general partner of GAPCO CDA. GA LP
and GAP Bermuda are controlled by the Management Committee of GASC
MGP, LLC (the "GA Management Committee"). There are nine members of
the GA Management Committee. |
Remarks:
Each of the reporting persons is a director-by-deputization solely
for purposes of Section 16 of the Exchange Act. General Atlantic,
L.P., GAP (Bermuda) L.P., GAP Coinvestments III, LLC, GAP
Coinvestments IV, LLC, GAP Coinvestments V, LLC, GAP Coinvestments
CDA, L.P., General Atlantic (SPV) GP (Bermuda), LLC, General
Atlantic GenPar (Bermuda), L.P., General Atlantic Partners (Lux)
SCSp, General Atlantic GenPar (Lux) SCSp, General Atlantic (Lux)
S.a r.l., General Atlantic Partners (Bermuda) IV, L.P., General
Atlantic Partners (Bermuda) EU, L.P., General Atlantic Partners
(Bermuda) HRG II, L.P., General Atlantic GenPar, L.P., General
Atlantic (HRG) Collections, L.P., GAPCO AIV Interholdco (GS), L.P.,
GA AIV-1 B Interholdco (GS), L.P., GA AIV-1 A Interholdco (GS),
L.P., General Atlantic Partners AIV-1 A, L.P., GA AIV-1 B
Interholdco, L.P., General Atlantic Partners AIV-1 B, L.P., General
Atlantic Partners 100, L.P., GAPCO AIV Holdings, L.P., and General
Atlantic (SPV) GP, LLC may be deemed to be members of a "group"
within the meaning of Rule 13d-5 of the Securities Exchange Act of
1934, as amended. Each reporting person disclaims beneficial
ownership of any securities deemed to be owned by the group that
are not directly owned by the reporting person. This report shall
not be deemed an admission that the reporting persons are a member
of a group or the beneficial owner of any securities not directly
owned by the reporting person. // Form 2 of 2 |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
C/O CONYERS CLIENT SERVICES LIMITED
CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON, D0 HM11 |
X |
X |
|
|
GAP (Bermuda) L.P.
C/O CONYERS CLIENT SERVICES LIMITED
CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON, D0 HM11 |
X |
X |
|
|
General Atlantic Partners (Bermuda) HRG II,
L.P.
C/O CONYERS CLIENT SERVICES LIMITED
CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON, D0 HM11 |
X |
X |
|
|
General Atlantic (SPV) GP (Bermuda), LLC
C/O CONYERS CLIENT SERVICES LIMITED
CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON, D0 HM11 |
X |
X |
|
|
Signatures
|
|
/s/ Michael Gosk |
|
12/7/2022 |
| **Signature
of Reporting Person |
Date |
|
/s/ Michael Gosk |
|
12/7/2022 |
| **Signature
of Reporting Person |
Date |
|
/s/ Michael Gosk |
|
12/7/2022 |
| **Signature
of Reporting Person |
Date |
|
/s/ Michael Gosk |
|
12/7/2022 |
| **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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