SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

O'Loughlin Mary

(Last)

(First)

(Middle)

100 CENTERVIEW DRIVE

SUITE 300

(Street)

NASHVILLE

37214

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HireRight Holdings Corp [ HRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, North America

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/20/2023		M⁽¹⁾		3,026⁽¹⁾	A	$0	6,662⁽²⁾	D
Common Stock	11/20/2023		M⁽³⁾		13,140⁽³⁾	A	$0	19,802⁽²⁾	D
Common Stock	11/20/2023		F		8,016⁽⁴⁾	D	$13.25⁽⁴⁾	11,786⁽²⁾	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit (RSU)⁽⁵⁾	$0	11/20/2023		M			3,026	⁽¹⁾	⁽¹⁾	Common Stock	3,026	$0	63,822	D
Restricted Stock Unit (RSU)⁽⁵⁾	$0	11/20/2023		M			13,140	⁽³⁾	⁽³⁾	Common Stock	13,140	$0	50,682	D

Explanation of Responses:

1. 12,105 restricted stock units (RSUs) were originally granted on October 28, 2021 under the Company's 2021 Omnibus Incentive Plan, of which 25% vested on each of November 20, 2022 and November 20, 2023 with the remaining 50% vesting 25% on each of November 20, 2024 and November 20, 2025, subject to continued employment through the vesting date.

2. Includes shares issued upon vesting of Restricted Stock Units as well as shares purchased pursuant to the Issuer's Employee Stock Purchase Plan.

3. 39,421 restricted stock units (RSUs) were originally granted on November 7, 2022 under the Company's 2021 Omnibus Incentive Plan, of which the first installment vested on November 20, 2023, and the remainder will vest in two equal installments on each of November 20, 2024 and November 20, 2025, subject to continued employment through the vesting date.

4. Represents shares withheld by the Issuer to satisfy the Reporting Person's tax withholding obligation in connection with the settlement of shares of common stock underlying the Reporting Person's restricted stock units which vested on November 20, 2023.

5. Each restricted stock unit (RSU) represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.

Remarks:

	/s/ Brian Copple as Attorney-in-Fact, for Mary O'Loughlin	11/22/2023
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.