Sec Form 3 Filing - STONE POINT CAPITAL LLC @ HireRight Holdings Corp - 2021-10-28

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
STONE POINT CAPITAL LLC
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 X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
20 HORSENECK LANE,
3. Date of Earliest Transaction (MM/DD/YY)
10/28/2021
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock, par value $0.001 per share 10,721,264 D ( 1 ) ( 5 ) ( 6 ) ( 7 )
Common Stock, par value $0.001 per share 5,212,458 D ( 2 ) ( 5 ) ( 6 ) ( 7 )
Common Stock, par value $0.001 per share 89,710 D ( 3 ) ( 5 ) ( 6 ) ( 7 )
Common Stock, par value $0.001 per share 528,992 D ( 4 ) ( 5 ) ( 6 ) ( 7 )
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 Derivati ve 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X X
Trident VII, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X X
Trident VII Parallel Fund, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X X
Trident VII DE Parallel Fund, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X X
Trident VII Professionals Fund, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X X
Trident Capital VII, L.P.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X X
Stone Point GP Ltd.
C/O STONE POINT CAPITAL LLC
20 HORSENECK LANE
GREENWICH, CT06830
X X
Signatures
/s/ Brian Copple, as Attorney-in-Fact, for Stone Point Capital LLC 10/28/2021
Signature of Reporting Person Date
/s/ Brian Copple, as Attorney-in-Fact, for Trident VII, L.P. 10/28/2021
Signature of Reporting Person Date
/s/ Brian Copple, as Attorney-in-Fact, for Trident VII Parallel Fund, L.P. 10/28/2021
Signature of Reporting Person Date
/s/ Brian Copple, as Attorney-in-Fact, for Trident VII DE Parallel Fund, L.P. 10/28/2021
Signature of Reporting Person Date
/s/ Brian Copple, as Attorney-in-Fact, for Trident VII Professionals Fund, L.P. 10/28/2021
Signature of Reporting Person Date
/s/ Brian Copple, as Attorney-in-Fact, for Trident Capital VII, L.P. 10/28/2021
Signature of Reporting Person Date
/s/ Brian Copple, as Attorney-in-Fact, for Stone Point GP Ltd. 10/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of Common Stock are held by Trident VII, L.P.
( 2 )These shares of Common Stock are held by Trident VII Parallel Fund, L.P.
( 3 )These shares of Common Stock are held by Trident VII DE Parallel Fund, L.P.
( 4 )These shares of Common Stock are held by Trident VII Professionals Fund, L.P.
( 5 )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.
( 6 )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.
( 7 )Each of the Reporting Persons disclaims any beneficial ownership of any shares of Common Stock held by the Trident VII Partnerships except to the extent of its 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, the Reporting Persons are the beneficial owners of any securities reported herein.

Remarks:
James D. Carey, a member and Managing Director of Stone Point Capital LLC, is a member of the board of directors of the Issuer. Mr. Carey as a member of the investment committee and owner of one of the five general partners of Trident VII GP, may be deemed to be the beneficial owner of the securities held directly by the Trident VII Partnerships. On the basis of the relationships between Mr. Carey and the Reporting Persons, each of the Reporting Persons may be deemed a director by deputization in respect of the Issuer. // Exhibit List - Exhibit 24.1 - Power of Attorney

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