GAP (Bermuda) L.P. 4
4 · HireRight Holdings Corp · Filed Jun 28, 2024
Insider Transaction Report
Form 4
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
Director10% Owner
Transactions
- Other
Common Stock
2024-06-28−32,109,898→ 60,692 total(indirect: See Remarks) - Disposition to Issuer
Common Stock
2024-06-28$14.35/sh−60,692$870,930→ 0 total(indirect: See footnote)
Footnotes (5)
- [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).
- [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.
- [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.
- [F4]Represents 60,692 Shares that were disposed of at the Effective Time pursuant to the Merger Agreement.
- [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.