Julie M. Romero - 28 Jun 2024 Form 4 Insider Report for HireRight Holdings Corp

Role
Chief Human Resources Officer
Signature
/s/ Brian Copple, as Attorney-in-Fact, for Julie Romero
Issuer symbol
N/A
Transactions as of
28 Jun 2024
Net transactions value
-$200,599
Form type
4
Filing time
28 Jun 2024, 11:38:19 UTC
Previous filing
22 May 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HRT Common Stock Disposed to Issuer $200,599 -13,979 -100% $14.35 0 28 Jun 2024 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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 -200,829 -100% 0 28 Jun 2024 Common Stock 200,829 Direct F2, F3
transaction HRT Stock Option Disposed to Issuer -67,140 -100% 0 28 Jun 2024 Common Stock 67,140 $16.41 Direct F4
transaction HRT Performance-based Restricted Stock Unit (PSU) Disposed to Issuer -44,091 -100% 0 28 Jun 2024 Common Stock 44,091 $0.000000 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Julie M. Romero is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 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 that was reported in this row was cancelled for no consideration.
F5 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.