James R. Matthews - Jun 28, 2024 Form 4 Insider Report for HireRight Holdings Corp (HRT)

Role: Director
Signature: /s/ Brian Copple, as Attorney-in-Fact, for James R. Matthews
Stock symbol: HRT
Transactions as of: Jun 28, 2024
Transactions value $: -$453,489
Form type: 4
Date filed: 6/28/2024, 11:35 AM
Previous filing: May 31, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HRT	Common Stock	Disposed to Issuer	-$453K	-31.6K	-100%	$14.35	0	Jun 28, 2024	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James R. Matthews is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of under the Agreement and Plan of Merger, 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 in the Merger. At the effective time of the Merger, 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 without interest thereon.
F2	These Shares issued upon vesting of Company restricted stock units ("Company RSUs") were held by Mr. Matthews solely for the benefit of Stone Point Capital LLC ("Stone Point"), of which Mr. Matthews is a managing director. Mr. Matthews disclaimed beneficial ownership of the Shares issued upon vesting of the Company RSUs, except to the extent of his pecuniary interest therein, if any. Stone Point may be deemed an indirect owner of these Shares.

Content

This Form 4 reports securities disposed of under the Agreement and Plan of Merger, 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 in the Merger. At the effective time of the Merger, 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 without interest thereon.

These Shares issued upon vesting of Company restricted stock units ("Company RSUs") were held by Mr. Matthews solely for the benefit of Stone Point Capital LLC ("Stone Point"), of which Mr. Matthews is a managing director. Mr. Matthews disclaimed beneficial ownership of the Shares issued upon vesting of the Company RSUs, except to the extent of his pecuniary interest therein, if any. Stone Point may be deemed an indirect owner of these Shares.