James D. Carey - 28 Jun 2024 Form 4 Insider Report for HireRight Holdings Corp

Footnote F1

Pursuant the Agreement and Plan of Merger by and among HireRight Holdings Corporation (the ?Issuer?), Hearts Parent, LLC, a Delaware limited liability company (?Parent?), and Hearts Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (?Merger Sub?), on June 28, 2024, Merger Sub merged with and into the Issuer with the Issuer continuing as the surviving corporation as a wholly owned subsidiary of Parent (the "Merger"). Immediately prior to the effective time of the Merger, each of these shares of the Issuer's common stock (the ?Common Stock?) was contributed and transferred to an entity that indirectly owns 100% of the equity interests of Parent (?TopCo?) in exchange for newly issued equity interests of TopCo. Each such share of the Issuer's Common Stock was then cancelled and ceased to exist.

Footnote F2

Shares of Common Stock are held by Trident VII, L.P., Trident VII Parallel Fund, L.P., Trident VII DE Parallel Fund, L.P. and Trident VII Professionals Fund, L.P. (the "Trident VII Partnerships"). Trident Capital VII, L.P. ("Trident VII GP") is the general partner of Trident VII, L.P., Trident VII Parallel Fund, L.P. and Trident VII DE Parallel Fund, L.P., and Stone Point GP Ltd. is the general partner of Trident VII Professionals Fund, L.P.

Footnote F3

Pursuant to certain management agreements, Stone Point Capital LLC, the investment manager of the Trident VII Partnerships, has received delegated authority by Trident VII GP relating to the Trident VII Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VII Partnerships without first receiving direction from the Investment Committee of the Trident VII GP or a majority of the general partners of the Trident VII GP. Mr. Carey as a member of the investment committee and owner of one of the five general partners of Trident Capital VII, L.P., may be deemed to be the beneficial owner of the securities held directly by the Trident VII Partnerships.

Footnote F4

Mr. Carey disclaims beneficial ownership of the shares of Common Stock held of record or beneficially by the Trident VII Partnerships, except to the extent of any pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities and Exchange Act of 1934 or otherwise, Mr. Carey is the beneficial owner of any securities reported herein.

Footnote F5

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.

Footnote F6

These Shares issued upon vesting of Company restricted stock units (?Company RSUs?) were held by Mr. Carey solely for the benefit of Stone Point Capital LLC (?Stone Point?), of which Mr. Carey is a managing director. Mr. Carey 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.