GENERAL ATLANTIC, L.P. - 28 Jun 2024 Form 4 Insider Report for HireRight Holdings Corp

Reporting relationship: Director, 10%+ Owner
Issuer ticker: N/A
Reported as of: 28 Jun 2024
Net transaction value: -$870,930
SEC form: 4
Accepted by SEC: 28 Jun 2024, 12:01:22 UTC
Prior SEC filing: 10 Jun 2024
Next SEC filing: 12 Aug 2024
Source filing: View source filing
Reporting owner signature: /s/ Michael Gosk

Key filing fact

GENERAL ATLANTIC, L.P. filed Form 4 for HireRight Holdings Corp on 28 Jun 2024.

Key facts

This page summarizes GENERAL ATLANTIC, L.P.'s Form 4 filing for HireRight Holdings Corp.
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 28 Jun 2024, 12:01.

Change

Previous filing in this sequence was filed on 10 Jun 2024.
Current net transaction value: -$870,930.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

HRT transaction

Common Stock

Other

Transaction value
Shares: -32,109,898
Change %: -100%
Price
Shares after: 60,692
Date: 28 Jun 2024
Ownership: See Remarks
Footnotes: F1, F2

HRT transaction

Common Stock

Disposed to Issuer

Transaction value: $870,930
Shares: -60,692
Change %: -100%
Price: $14.35
Shares after: 0
Date: 28 Jun 2024
Ownership: See footnote
Footnotes: F3, F4, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

GENERAL ATLANTIC, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

On June 28, 2024, Hearts Merger Sub, Inc., a Delaware corporation ("Merger Sub") and a wholly owned subsidiary of Hearts Parent, LLC, a Delaware limited liability company ("Parent"), completed its merger (the "Merger") with and into HireRight Holdings Corporation (the "Issuer"), pursuant to the terms of the Agreement and Plan of Merger, dated February 15, 2024 (the "Merger Agreement"), by and among Parent, Merger Sub and the Issuer. The Issuer was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of Parent (cont'd in FN2).

Footnote F2

(cont'd from FN1) Immediately prior to the effective time of the Merger (the "Effective Time"), General Atlantic (HRG) Collections, L.P., GAPCO AIV Interholdco (GS), L.P., GA AIV-1 B Interholdco (GS), L.P., GA AIV-1 A Interholdco (GS), L.P. and General Atlantic Partners (Bermuda) HRG II, L.P. contributed and transferred to an entity that indirectly owns 100% of the equity interests of Parent ("TopCo") 32,109,898 shares of common stock of the Issuer ("Shares") in exchange for newly issued equity interests of TopCo.

Footnote F3

The securities were held by Peter Munzig, Joshua Feldman and Rene Kern solely for the benefit of General Atlantic Service Company, L.P., which is controlled by the partnership committee of GASC MGP, LLC (the "Partnership Committee"*). Each of the members of the Partnership Committee disclaims ownership of the shares except to the extent that he has a pecuniary interest therein.

Footnote F4

Represents 60,692 Shares that were disposed of at the Effective Time pursuant to the Merger Agreement.

Footnote F5

At the Effective Time, each outstanding Share was canceled and converted into the right to receive $14.35 in cash, without interest, per Share.

SEC remarks

Each of the reporting persons is a director-by-deputization solely for purposes of Section 16 of the Exchange Act. General Atlantic, L.P., GAP (Bermuda) L.P., GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, GAP Coinvestments V, LLC, GAP Coinvestments CDA, L.P., General Atlantic (SPV) GP (Bermuda), LLC, General Atlantic GenPar (Bermuda), L.P., General Atlantic Partners (Lux) SCSp, General Atlantic GenPar (Lux) SCSp, General Atlantic (Lux) S.a r.l., General Atlantic Partners (Bermuda) IV, L.P., General Atlantic Partners (Bermuda) EU, L.P., General Atlantic Partners (Bermuda) HRG II, L.P., General Atlantic GenPar, L.P., General Atlantic (HRG) Collections, L.P., GAPCO AIV Interholdco (GS), L.P., GA AIV-1 B Interholdco (GS), L.P., GA AIV-1 A Interholdco (GS), L.P., General Atlantic Partners AIV-1 A, L.P., GA AIV-1 B Interholdco, L.P., General Atlantic Partners AIV-1 B, L.P., General Atlantic Partners 100, L.P., GAPCO AIV Holdings, L.P., and General Atlantic (SPV) GP, LLC may be deemed to be members of a "group" within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the reporting person. This report shall not be deemed an admission that the reporting persons are a member of a group or the beneficial owner of any securities not directly owned by the reporting person. *The Partnership Committee is formerly the Management Committee, with composition effective pending applicable regulatory approvals. // Form 1 of 2