| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HRT | Common Stock | Disposed to Issuer | -$325K | -22.6K | -100% | $14.35 | 0 | Jun 28, 2024 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | HRT | Restricted Stock Unit (RSU) | Disposed to Issuer | -51.4K | -100% | 0 | Jun 28, 2024 | Common Stock | 51.4K | Direct | F2, F3 | |||
| transaction | HRT | Stock Option | Disposed to Issuer | -51.4K | -100% | 0 | Jun 28, 2024 | Common Stock | 51.4K | $19.00 | Direct | F4 | ||
| transaction | HRT | Stock Option | Disposed to Issuer | -172K | -100% | 0 | Jun 28, 2024 | Common Stock | 172K | $15.97 | Direct | F5 | ||
| transaction | HRT | Performance-based Restricted Stock Unit (PSU) | Disposed to Issuer | -35.3K | -100% | 0 | Jun 28, 2024 | Common Stock | 35.3K | $0.00 | Direct | F6 |
James R. Daxner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents securities disposed of under the Agreement and Plan of Merger (the ?Merger Agreement?), dated February 15, 2024, among HireRight Holdings Corporation (the ?Company?), Hearts Parent, LLC and Hearts Merger Sub, Inc. (?Merger Sub?), under which Merger Sub was merged with and into the Company (the ?Merger?), with the Company continuing as the surviving corporation (the ?Surviving Corporation?) in the Merger. At the effective time of the Merger (the ?Effective Time?), each issued and outstanding share of common stock of the Company (?Share?) was cancelled and converted into the right to receive $14.35 in cash (the ?Merger Consideration?) without interest thereon. |
| F2 | Each Company restricted stock unit (?Company RSUs?) represented a contingent right to receive one Share upon vesting of the Company RSU. |
| F3 | Under the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was converted into the right to receive a cash-based award in an amount equal in value to the product of (A) the total number of Shares subject to such Company RSU multiplied by (B) the Merger Consideration, which cash-based award remains subject to the same vesting conditions as the corresponding Company RSU. |
| F4 | Under the Merger Agreement, at the Effective Time, each option to purchase Shares (a ?Company Option?) that was reported in this row was cancelled for no consideration. |
| F5 | Under the Merger Agreement, at the Effective Time, each Company Option that was reported in this row was converted into an option to purchase the same number of shares of common stock of the Surviving Corporation (or an affiliate thereof) at the same exercise price per Share and subject to the same terms and conditions as the applicable Company Option (including vesting conditions). |
| F6 | Under the Merger Agreement, at the Effective Time, each restricted stock unit subject to one or more performance-based vesting conditions that was reported in this Form 4 in respect of the Company?s total stockholder return was forfeited and cancelled for no consideration. |