4//SEC Filing
GAP (Bermuda) L.P. 4
Accession 0000950142-24-001805
CIK 0001859285other
Filed
Jun 27, 8:00 PM ET
Accepted
Jun 28, 12:01 PM ET
Size
16.2 KB
Accession
0000950142-24-001805
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)
GAP (Bermuda) LTD
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)
General Atlantic Partners (Bermuda) HRG II, 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)
General Atlantic (SPV) GP (Bermuda), LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2024-06-28$14.35/sh−60,692$870,930→ 0 total(indirect: See footnote) - Other
Common Stock
2024-06-28−32,109,898→ 60,692 total(indirect: See Remarks)
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.
Documents
Issuer
HireRight Holdings Corp
CIK 0001859285
Entity typeother
IncorporatedBermuda
Related Parties
1- filerCIK 0001406817
Filing Metadata
- Form type
- 4
- Filed
- Jun 27, 8:00 PM ET
- Accepted
- Jun 28, 12:01 PM ET
- Size
- 16.2 KB