Michael E. Ensor - Sep 14, 2023 Form 3 Insider Report for HireRight Holdings Corp (HRT)

Signature
/s/ Brian Copple as Attorney-in-Fact, for Michael E. Ensor
Stock symbol
HRT
Transactions as of
Sep 14, 2023
Transactions value $
$0
Form type
3
Date filed
9/22/2023, 07:48 PM
Next filing
Nov 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding HRT Common Stock 2.71K Sep 14, 2023 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
holding HRT Stock Option Sep 14, 2023 Common Stock 6.26K $18.05 Direct F2
holding HRT Stock Option Sep 14, 2023 Common Stock 6.26K $18.05 Direct F3
holding HRT Stock Option Sep 14, 2023 Common Stock 12.9K $19.00 Direct F4
holding HRT Restricted Stock Unit (RSU) Sep 14, 2023 Common Stock 2.96K $0.00 Direct F5, F6
holding HRT Restricted Stock Unit (RSU) Sep 14, 2023 Common Stock 3.2K $0.00 Direct F5, F7
holding HRT Stock Option Sep 14, 2023 Common Stock 14.2K $16.41 Direct F8
holding HRT Restricted Stock Unit (RSU) Sep 14, 2023 Common Stock 30.2K $0.00 Direct F5, F9
holding HRT Performance-based Restricted Stock Unit (PSU) Sep 14, 2023 Common Stock 21.2K $0.00 Direct F10
holding HRT Restricted Stock Unit (RSU) Sep 14, 2023 Common Stock 11K $0.00 Direct F5, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 2,052 shares issued upon vesting of Restricted Stock Units as well as shares purchased pursuant to the Issuer's Employee Stock Purchase Plan.
F2 Stock option granted on February 23, 2021, of which 25% vested and became exercisable on February 23, 2022, and the remaining 75% will vest and become exercisable in 12 equal installments thereafter, subject to continued employment through the applicable vesting date.
F3 This option to purchase shares of the Issuer's common stock was originally issued to the reporting person pursuant to an agreement dated February 23, 2021. 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. 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. For more information, see the Issuer's Current Report on Form 8-K filed with the SEC on March 24, 2022.
F4 Stock option granted on October 28, 2021, of which 25% vested and became exercisable on October 28, 2022, and the remaining 75% will vest and become exercisable in 12 equal installments thereafter, subject to continued employment through the applicable vesting date.
F5 Each restricted stock unit (RSU) represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
F6 3,947 restricted stock units (RSUs) were originally granted on October 28, 2021 under the Company's 2021 Omnibus Incentive Plan, of which 25% vested on November 20, 2022, and 75% generally vesting on each of November 20, 2023, November 20, 2024, and November 20, 2025, subject to continued employment through the vesting date.
F7 4,265 restricted stock units (RSUs) were originally granted on August 8, 2022 under the Company's 2021 Omnibus Incentive Plan of which 25% vested on May 20, 2023, and 75% in equal installments on each of May 20, 2024, May 20, 2025, and May 20, 2026, subject to continued employment through the vesting date.
F8 Stock option granted on August 8, 2022, of which 25% vested and became exercisable on April 3, 2023, and the remaining 75% will vest and become exercisable in 12 equal installments thereafter, subject to continued employment through the applicable vesting date.
F9 30,223 restricted stock units (RSUs) were originally granted on November 7, 2022 under the Company's 2021 Omnibus Incentive Plan, which will vest on each of November 20, 2023, November 20, 2024, and November 20, 2025, subject to continued employment through the vesting date.
F10 Performance-based restricted stock unit ("PSU") award for 21,164 units (the "Nominal Share Amount") granted on March 20, 2023, which generally vests on March 20, 2026, based on the attainment of absolute total stockholder return ("TSR") of between 75% and 125% on the stock price on the grant date (i.e.: $10.90) over a period of three years from the grant date and subject to continued employment through the vesting date. If TSR is less than 75%, then all of the PSUs will lapse without further consideration. If TSR is greater than 125% of the target, then the PSUs will vest to 125% of the Nominal Share Amount. If TSR is between 75% and 125% of target, then the PSUs will vest to a number of shares equal to the product of the Nominal Share Amount and the TSR.
F11 11,009 restricted stock units (RSUs) were originally granted on March 20, 2023 under the Company's 2021 Omnibus Incentive Plan that will vest 25% on each of May 20, 2024, May 20, 2025, May 20, 2026 and May 20, 2027, subject to continued employment through the vesting date.

Remarks:

Exhibit List - Exhibit 24.1 Power of Attorney