SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
STONE POINT CAPITAL LLC

(Last) (First) (Middle)
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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, par value $0.001 per share 05/31/2022 P 33,986 A $14.667(1) 10,908,818 D(2)(3)(4)(5)
Common Stock, par value $0.001 per share 05/31/2022 P 16,524 A $14.667(1) 5,303,644 D(3)(4)(5)(6)
Common Stock, par value $0.001 per share 05/31/2022 P 284 A $14.667(1) 91,279 D(3)(4)(5)(7)
Common Stock, par value $0.001 per share 05/31/2022 P 1,677 A $14.667(1) 538,247 D(3)(4)(5)(8)
Common Stock, par value $0.001 per share 06/01/2022 P 30,412 A $14.3972(9) 10,939,230 D(2)(3)(4)(5)
Common Stock, par value $0.001 per share 06/01/2022 P 14,786 A $14.3972(9) 5,318,430 D(3)(4)(5)(6)
Common Stock, par value $0.001 per share 06/01/2022 P 254 A $14.3972(9) 91,533 D(3)(4)(5)(7)
Common Stock, par value $0.001 per share 06/01/2022 P 1,501 A $14.3972(9) 539,748 D(3)(4)(5)(8)
Common Stock, par value $0.001 per share 06/02/2022 P 4,675 A $14.8016(10) 10,943,905 D(2)(3)(4)(5)
Common Stock, par value $0.001 per share 06/02/2022 P 2,273 A $14.8016(10) 5,320,703 D(3)(4)(5)(6)
Common Stock, par value $0.001 per share 06/02/2022 P 39 A $14.8016(10) 91,572 D(3)(4)(5)(7)
Common Stock, par value $0.001 per share 06/02/2022 P 231 A $14.8016(10) 539,979 D(3)(4)(5)(8)
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
1. Name and Address of Reporting Person*
STONE POINT CAPITAL LLC

(Last) (First) (Middle)
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident VII, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident VII Parallel Fund, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident VII DE Parallel Fund, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident VII Professionals Fund, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trident Capital VII, L.P.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Stone Point GP Ltd.

(Last) (First) (Middle)
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE

(Street)
GREENWICH CT 06830-6327

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $14.47 to $14.75, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
2. These shares of Common Stock are held by Trident VII, L.P.
3. Shares of Common Stock are held by Trident VII, L.P., Trident VII Parallel Fund, L.P., Trident VII DE Parallel Fund, L.P. and Trident VII Professionals Fund, L.P. (the "Trident VII Partnerships"). Trident Capital VII, L.P. ("Trident VII GP") is the general partner of Trident VII, L.P., Trident VII Parallel Fund, L.P. and Trident VII DE Parallel Fund, L.P., and Stone Point GP Ltd. is the general partner of Trident VII Professionals Fund, L.P.
4. Pursuant to certain management agreements, Stone Point Capital LLC, the investment manager of the Trident VII Partnerships, has received delegated authority by Trident VII GP relating to the Trident VII Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VII Partnerships without first receiving direction from the Investment Committee of the Trident VII GP or a majority of the general partners of the Trident VII GP.
5. Each of the Reporting Persons disclaims any beneficial ownership of any shares of Common Stock held by the Trident VII Partnerships except to the extent of its pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
6. These shares of Common Stock are held by Trident VII Parallel Fund, L.P.
7. These shares of Common Stock are held by Trident VII DE Parallel Fund, L.P.
8. These shares of Common Stock are held by Trident VII Professionals Fund, L.P.
9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $14.145 to $14.49, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $14.78 to $14.87, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
Remarks:
James D. Carey, a member and Managing Director of Stone Point Capital LLC, is a member of the board of directors of the Issuer. Mr. Carey as a member of the investment committee and owner of one of the five general partners of Trident VII GP, may be deemed to be the beneficial owner of the securities held directly by the Trident VII Partnerships. On the basis of the relationships between Mr. Carey and the Reporting Persons, each of the Reporting Persons may be deemed a director by deputization in respect of the Issuer.
/s/ Jacqueline Giammarco, Managing Director, for Stone Point Capital LLC 06/02/2022
/s/ Jacqueline Giammarco, Vice President, for Trident VII, L.P. 06/02/2022
/s/ Jacqueline Giammarco, Vice President, for Trident VII Parallel Fund, L.P. 06/02/2022
/s/ Jacqueline Giammarco, Vice President, for Trident VII DE Parallel Fund, L.P. 06/02/2022
/s/ Jacqueline Giammarco, Vice President, for Trident VII Professionals Fund, L.P. 06/02/2022
/s/ Jacqueline Giammarco, Vice President, for Trident Capital VII, L.P. 06/02/2022
/s/ Jacqueline Giammarco, Vice President, for Stone Point GP Ltd. 06/02/2022
** 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 Number.