Carey James D's Form 4/A amendment
AmendedHireRight Holdings Corp (HRT) · filed Jun 21, 2022
- Accession no.
- 0001209191-22-038345
- Filed
- Jun 21, 2022
- Trade date
- May 25-Jun 2, 2022
- Filing delay
- 27 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Jun 6, 2022
This filing lists 7 non-derivative transactions. Open-market purchases total $4.89M. It was filed 27 days after the trade.
This amendment replaces 0001859285-22-000051 (filed Jun 6, 2022).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Carey James DCIK 0001490137 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 25, 2022 | Common Stock, par value $0.001 per share | PPurchaseAcquired | +130,531 | $13.89F1 | +$1,813,075.59 | 16,682,955 | Indirect | |
| May 26, 2022 | Common Stock, par value $0.001 per share | PPurchaseAcquired | +84,127 | $14.27F5 | +$1,200,492.29 | 16,767,082 | Indirect | |
| May 27, 2022 | Common Stock, par value $0.001 per share | PPurchaseAcquired | +22,435 | $14.49F6 | +$325,083.15 | 16,789,517 | Indirect | |
| May 31, 2022 | Common Stock, par value $0.001 per share | PPurchaseAcquired | +52,471 | $14.67F7 | +$769,749.57 | 16,841,988 | Indirect | |
| Jun 1, 2022 | Common Stock, par value $0.001 per share | PPurchaseAcquired | +46,953 | $14.40F8 | +$676,123.2 | 16,888,941 | Indirect | |
| Jun 2, 2022 | Common Stock, par value $0.001 per share | PPurchaseAcquired | +7,218 | $14.80F9 | +$106,826.4 | 16,896,159 | Indirect | |
| Jun 2, 2022 | Common Stock, par value $0.001 per share | MOption exerciseAcquired | +4,342 | $0.00 | $0 | 16,900,501 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $13.11 to $14.00, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
Referenced by the price of 1 transaction in Table I.
- F2
Shares of Common Stock are held by Trident VII, L.P., Trident VII Parallel Fund, L.P., Trident VII DE Parallel Fund, L.P. and Trident VII Professionals Fund, L.P. (the "Trident VII Partnerships"). Trident Capital VII, L.P. ("Trident VII GP") is the general partner of Trident VII, L.P., Trident VII Parallel Fund, L.P. and Trident VII DE Parallel Fund, L.P., and Stone Point GP Ltd. is the general partner of Trident VII Professionals Fund, L.P.
- F3
Pursuant to certain management agreements, Stone Point Capital LLC, the investment manager of the Trident VII Partnerships, has received delegated authority by Trident VII GP relating to the Trident VII Partnerships, provided that the delegated discretion to exercise voting rights may not be exercised on behalf of any of the Trident VII Partnerships without first receiving direction from the Investment Committee of the Trident VII GP or a majority of the general partners of the Trident VII GP. Mr. Carey, as a member of the investment committee and owner of one of the five general partners of Trident Capital VII, L.P., may be deemed to be the beneficial owner of the securities held directly by the Trident VII Partnerships.
- F4
Mr. Carey disclaims beneficial ownership of the shares of Common Stock held of record or beneficially owned by the Trident VII Partnerships, except to the extent of any pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, Mr. Carey is the beneficial owner of any securities reported herein.
- F5
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $13.97 to $14.40, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
Referenced by the price of 1 transaction in Table I.
- F6
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $14.35 to $14.50, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
Referenced by the price of 1 transaction in Table I.
- F7
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $14.47 to $14.75, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
Referenced by the price of 1 transaction in Table I.
- F8
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $14.145 to $14.49, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
Referenced by the price of 1 transaction in Table I.
- F9
The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $14.78 to $14.87, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth above.
Referenced by the price of 1 transaction in Table I.
- F10
The restricted stock units (RSUs) were originally granted on October 28, 2021 under the Company's 2021 Omnibus Incentive Plan. The RSUs vested fully on June 2, 2022.
- F11
Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of Common Stock. These RSUs granted to Mr. Carey are held by him solely for the benefit of Stone Point Capital LLC (Stone Point), of which Mr. Carey is a managing director. Mr. Carey disclaims beneficial ownership of these RSUs, except to the extent of any pecuniary interest therein. Stone Point may be deemed an indirect owner of these RSUs.
Remarks
The original Form 4, filed on June 6, 2022, is being amended by this Form 4 amendment to correct an administrative error, which misreported Box 5 amount of securities beneficially owned following the vesting of RSUs on June 2, 2022 as a total of 4,342 shares when in fact that number was 16,900,501.