Conal B. Thompson - Apr 5, 2022 Form 4 Insider Report for HireRight Holdings Corp (HRT)

Role: Chief Technology Officer
Signature: /s/ Brian W. Copple as attorney-in-fact for Conal B. Thompson
Stock symbol: HRT
Transactions as of: Apr 5, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/7/2022, 07:06 PM
Previous filing: Oct 28, 2021
Next filing: Jun 6, 2022

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	Stock Option	Award	$0	+85.8K		$0.00	85.8K	Apr 5, 2022	Common Stock	85.8K	$15.97	Direct	F1

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

Explanation of Responses:

Id	Content
F1	This Form 4 relates to an option to purchase shares of the issuer's common stock that was originally issued to the reporting person pursuant to an agreement dated December 3, 2018. The option's original terms provided for vesting based upon the cash-on-cash return received by the issuer's pre-IPO investors on their investment in the issuer. As of the date listed in box 3 above, the investors had received no return so the option was completely unvested. To retain and motivate the reporting person, the compensation committee of the issuer's board of directors offered to the reporting person an amendment to the option to change its vesting to service-based vesting in 12 equal quarterly installments beginning on March 31, 2022 and ending December 31, 2024 if the recipient remains in service. The reporting person accepted the amendment on the date listed in box 3 above. For more information, see the issuer's Current Report on Form 8-K filed with the SEC on March 24, 2022.

Content

This Form 4 relates to an option to purchase shares of the issuer's common stock that was originally issued to the reporting person pursuant to an agreement dated December 3, 2018. The option's original terms provided for vesting based upon the cash-on-cash return received by the issuer's pre-IPO investors on their investment in the issuer. As of the date listed in box 3 above, the investors had received no return so the option was completely unvested. To retain and motivate the reporting person, the compensation committee of the issuer's board of directors offered to the reporting person an amendment to the option to change its vesting to service-based vesting in 12 equal quarterly installments beginning on March 31, 2022 and ending December 31, 2024 if the recipient remains in service. The reporting person accepted the amendment on the date listed in box 3 above. For more information, see the issuer's Current Report on Form 8-K filed with the SEC on March 24, 2022.