Jill Smart - 28 Jun 2024 Form 4 Insider Report for HireRight Holdings Corp (HRT)

Role: Director
Signature: /s/ Brian Copple, as Attorney-in-Fact, for Jill B. Smart
Issuer symbol: HRT
Transactions as of: 28 Jun 2024
Transactions value $: -$453,489
Form type: 4
Date filed: 28 Jun 2024, 11:38
Previous filing: 10 Jun 2024
Next filing: 22 May 2025
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	-$453K	-31.6K	-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	Stock Option	Disposed to Issuer		-53.9K	-100%		0	28 Jun 2024	Common Stock	53.9K	$15.97	Direct	F2

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

Jill Smart 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 (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 without interest thereon.
F2	Under the Merger Agreement, at the Effective Time, each option to purchase Shares (a "Company Option") that was reported in this Form 4 was converted into an option to purchase the same number of shares of common stock of the Surviving Corporation (or an affiliate thereof) at the same exercise price per Share and subject to the same terms and conditions as the applicable Company Option (including vesting conditions).

Content

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 (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 without interest thereon.

Under the Merger Agreement, at the Effective Time, each option to purchase Shares (a "Company Option") that was reported in this Form 4 was converted into an option to purchase the same number of shares of common stock of the Surviving Corporation (or an affiliate thereof) at the same exercise price per Share and subject to the same terms and conditions as the applicable Company Option (including vesting conditions).