Sec Form 4/A Filing - Carey James D @ HireRight Holdings Corp - 2022-05-25

FORM 4/A 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 Carey James D 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 CENTERVIEW DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2022 (Street) NASHVILLE, TN37214 4. If Amendment, Date Original Filed (MM/DD/YY) 06/06/2022 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)

I 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 05/25/2022 P 130,531 A $ 13.8877( 1 ) 16,682,955 I See footnote( 2 )( 3 )( 4 ) Common Stock, par value $0.001 per share 05/26/2022 P 84,127 A $ 14.2745( 5 ) 16,767,082 I See footnote( 2 )( 3 )( 4 ) Common Stock, par value $0.001 per share 05/27/2022 P 22,435 A $ 14.4893( 6 ) 16,789,517 I See footnote( 2 )( 3 )( 4 ) Common Stock, par value $0.001 per share 05/31/2022 P 52,471 A $ 14.667( 7 ) 16,841,988 I See footnote( 2 )( 3 )( 4 ) Common Stock, par value $0.001 per share 06/01/2022 P 46,953 A $ 14.3972( 8 ) 16,888,941 I See footnote( 2 )( 3 )( 4 ) Common Stock, par value $0.001 per share 06/02/2022 P 7,218 A $ 14.8016( 9 ) 16,896,159 See footnote( 2 )( 3 )( 4 ) Common Stock, par value $0.001 per share 06/02/2022 M( 10 ) 4,342( 10 ) A $ 0 16,900,501 I See footnote( 2 )( 3 )( 4 )( 11 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carey James D 100 CENTERVIEW DRIVE, SUITE 300 NASHVILLE, TN37214 X Signatures /s/ Brian Copple, as Attorney-in-Fact, for James D. Carey 06/21/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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