Romero Julie M 4
4 · HireRight Holdings Corp · Filed Jun 28, 2024
Insider Transaction Report
Form 4
Romero Julie M
Chief Human Resources Officer
Transactions
- Disposition to Issuer
Stock Option
2024-06-28−67,140→ 0 totalExercise: $16.41→ Common Stock (67,140 underlying) - Disposition to Issuer
Common Stock
2024-06-28$14.35/sh−13,979$200,599→ 0 total - Disposition to Issuer
Restricted Stock Unit (RSU)
2024-06-28−200,829→ 0 total→ Common Stock (200,829 underlying) - Disposition to Issuer
Performance-based Restricted Stock Unit (PSU)
2024-06-28−44,091→ 0 totalExercise: $0.00→ Common Stock (44,091 underlying)
Footnotes (5)
- [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 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 (the ?Merger Consideration?) without interest thereon.
- [F2]Each Company restricted stock unit (?Company RSUs?) represented a contingent right to receive one Share upon vesting of the Company RSU.
- [F3]Under the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was converted into the right to receive a cash-based award in an amount equal in value to the product of (A) the total number of Shares subject to such Company RSU multiplied by (B) the Merger Consideration, which cash-based award remains subject to the same vesting conditions as the corresponding Company RSU.
- [F4]Under the Merger Agreement, at the Effective Time, each option to purchase Shares that was reported in this row was cancelled for no consideration.
- [F5]Under the Merger Agreement, at the Effective Time, each restricted stock unit subject to one or more performance-based vesting conditions that was reported in this Form 4 in respect of the Company?s total stockholder return was forfeited and cancelled for no consideration.