Sec Form 4 Filing - ABRAMO GUY P @ HireRight Holdings Corp - 2023-03-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ABRAMO GUY P
2. Issuer Name and Ticker or Trading Symbol
HireRight Holdings Corp [ HRT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
100 CENTERVIEW DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2023
(Street)
NASHVILLE, TN37214
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (RSU) $ 0 ( 1 ) 03/20/2023 A 175,550 ( 2 ) ( 2 ) Common Stock 175,550 $ 0 296,438 D
Performance-based Restricted Stock Unit (PSU) $ 0 ( 3 ) 03/20/2023 A 337,477 ( 4 ) ( 4 ) Common Stock 337,477 $ 0 337,477 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ABRAMO GUY P
100 CENTERVIEW DRIVE
NASHVILLE, TN37214
X President and CEO
Signatures
/s/ Brian W. Copple, as attorney-in-fact for Guy P. Abramo 03/22/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit (RSU) represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.
( 2 )Restricted stock units award granted on March 20, 2023, which generally vests 25% on each of May 20, 2024, May 20, 2025, May 20, 2026 and May 20, 2027, subject to continued employment through the vesting date.
( 3 )Each performance-based restricted stock unit ("PSU") represents the contingent right to receive, upon vesting of the PSU, one share of the Issuer's common stock, if "target" total stockholder return metrics are achieved.
( 4 )Performance-based restricted stock units award granted on March 20,2023, which generally vests on March 20, 2026, based on the attainment of absolute total stockholder return ("TSR") metrics by the Company over a three year performance period and subject to continued employment through the vesting date. Performance-based restricted stock units vesting is subject to attainment of TSR between 75% and 125% of the "target" performance level (the number of units listed herein). If TSR is less than 75%, then all of the performance-based restricted stock units will lapse without further consideration.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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