UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
|
HireRight Holdings Corporation |
| (Name of Issuer) |
Common stock, par value $0.001 per share |
| (Title of Class of Securities) |
433537107 |
| (CUSIP Number) |
December 31, 2021 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☐ | Rule 13d-1(c) | |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 433537107 | SCHEDULE 13G | Page 2 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
29,719,898 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
29,719,898 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,719,898 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
37.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 3 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners GenPar, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
28,862,580 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
28,862,580 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,862,580 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.4% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 4 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV-1 A, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,538,851 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
3,538,851 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,538,851 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 5 of 25 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners AIV-1 B, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
4,885,582 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
4,885,582 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,885,582 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 6 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
21,295,465 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
21,295,465 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,295,465 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.8% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 7 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
21,295,465 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
21,295,465 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,295,465 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.8% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 8 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
21,295,465 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
21,295,465 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,295,465 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.8% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 9 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
21,295,465 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
21,295,465 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,295,465 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
26.8% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 10 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (SPV) GP, LLC |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
29,719,898 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
29,719,898 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,719,898 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
37.4% |
|
| 12 |
TYPE OF REPORTING PERSON
OO |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 11 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic Partners 100, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
20,438,147 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
20,438,147 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,438,147 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.7% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 12 of 27 |
| 1 |
NAME OF REPORTING PERSON
General Atlantic (HRG) Collections, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
20,438,147 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
20,438,147 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,438,147 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
25.7% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 13 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAPCO AIV Holdings, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
857,318 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
857,318 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,318 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 14 of 27 |
| 1 |
NAME OF REPORTING PERSON
GAPCO AIV Interholdco (GS), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
857,318 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
857,318 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,318 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 15 of 27 |
| 1 |
NAME OF REPORTING PERSON
GA AIV-1 B Interholdco, L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
4,885,582 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
4,885,582 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,885,582 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 16 of 27 |
| 1 |
NAME OF REPORTING PERSON
GA AIV-1 B Interholdco (GS), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
4,885,582 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
4,885,582 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,885,582 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 17 of 27 |
| 1 |
NAME OF REPORTING PERSON
GA AIV-1 A Interholdco (GS), L.P. |
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐ (b) ☒ |
| 3 |
SEC USE ONLY
|
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
3,538,851 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
3,538,851 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,538,851 |
|
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5% |
|
| 12 |
TYPE OF REPORTING PERSON
PN |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 18 of 27 |
| Item 1. | (a) | NAME OF ISSUER |
HireRight Holdings Corporation (the “Company”). | ||
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES | |
100 Centerview Drive, Suite 300, Nashville, Tennessee 37214. | ||
| Item 2. | (a) | NAMES OF PERSONS FILING |
| This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”): | ||
| (i) | General Atlantic, L.P. (“GA LP”); | |
| (ii) | General Atlantic Partners GenPar, L.P. (“GenPar”); | |
| (iii) | General Atlantic Partners AIV-1 A, L.P. (“GAP AIV-1 A”); | |
| (iv) | General Atlantic Partners AIV-1 B, L.P. (“GAP AIV-1 B”); | |
| (v) | GAP Coinvestments CDA, L.P. (“GAPCO CDA”); | |
| (vi) | GAP Coinvestments III, LLC (“GAPCO III”); | |
| (vii) | GAP Coinvestments IV, LLC (“GAPCO IV”); | |
| (viii) | GAP Coinvestments V, LLC (“GAPCO V”); | |
| (ix) | General Atlantic (SPV) GP, LLC (“GA SPV”); | |
| (x) | General Atlantic Partners 100, L.P. (“GAP100”); | |
| (xi) | General Atlantic (HRG) Collections, L.P. (“GA HRG Collections”); | |
| (xii) | GAPCO AIV Holdings, L.P. (“GAPCO AIV Holdings”) | |
| (xiii) | GAPCO AIV Interholdco (GS), L.P. (“GAPCO GS”); | |
| (xiv) | GA AIV-1 B Interholdco, L.P. (“GA AIV-1 B Interholdco”) | |
| (xv) | GA AIV-1 B Interholdco (GS), L.P. (“GA AIV-B GS”); and | |
| (xvi) | GA AIV-1 A Interholdco (GS), L.P. (“GA AIV-A GS”). |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 19 of 27 |
| (b) | ADDRESS OF PRINCIPAL BUSINESS OFFICE | |
| The principal address of each of the Reporting Persons is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. | ||
| (c) | CITIZENSHIP | |
| (i) | GA LP – Delaware | |
| (ii) | GenPar – Delaware | |
| (iii) | GAP AIV-1 A – Delaware | |
| (iv) | GAP AIV-1 B – Delaware | |
| (v) | GAPCO CDA – Delaware | |
| (vi) | GAPCO III – Delaware | |
| (vii) | GAPCO IV – Delaware | |
| (viii) | GAPCO V – Delaware | |
| (ix) | GA SPV – Delaware | |
| (x) | GAP100 – Delaware | |
| (xi) | GA HRG Collections – Delaware | |
| (xii) | GAPCO AIV Holdings – Delaware | |
| (xiii) | GAPCO GS – Delaware | |
| (xiv) | GA AIV-1 B Interholdco – Delaware | |
| (xv) | GA AIV-B GS – Delaware | |
| (xvi) | GA AIV-A GS – Delaware |
| (d) | TITLE OF CLASS OF SECURITIES | |
| Common stock, par value $0.001 per share (the “common stock”) | ||
| (e) | CUSIP NUMBER | |
| 433537107 | ||
| CUSIP No. 433537107 | SCHEDULE 13G | Page 20 of 27 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS: |
| Not applicable. | |
| Item 4. | OWNERSHIP |
| As of December 31, 2021, the Reporting Persons owned the following number of shares of the Company’s common stock: |
| (i) | GA LP owned of record no shares of common stock or 0.0% of the issued and outstanding common stock | |
| (ii) | GenPar owned of record no shares of common stock or 0.0% of the issued and outstanding common stock | |
| (iii) | GAP AIV-1 A owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (iv) | GAP AIV-1 B owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (v) | GAPCO CDA owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (vi) | GAPCO III owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (vii) | GAPCO IV owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (viii) | GAPCO V owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (ix) | GA SPV owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (x) | GAP100 owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (xi) | GA HRG Collections owned of record 20,438,147 shares of common stock or 25.7% of the issued and outstanding shares of common stock | |
| (xii) | GAPCO AIV Holdings owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (xiii) | GAPCO GS owned of record 857,318 shares of common stock or 1.1% of the issued and outstanding shares of common stock | |
| (xiv) | GA AIV-1 B Interholdco owned of record no shares of common stock or 0.0% of the issued and outstanding shares of common stock | |
| (xv) | GA AIV-B GS owned of record 4,885,582 shares of common stock or 6.2% of the issued and outstanding shares of common stock | |
| (xvi) | GA AIV-A GS owned of record 3,538,851 shares of common stock or 4.5% of the issued and outstanding shares of common stock |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 21 of 27 |
|
The limited partners of GA HRG Collections that share beneficial ownership of the shares held by GA HRG Collections are the following General Atlantic investment funds: GAP 100, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. The limited partners of GAPCO GS that share beneficial ownership of the units held by GAPCO GS are: GAPCO AIV Holdings, GAPCO CDA, GAPCO III, GAPCO IV and GAPCO V. The limited partners that share beneficial ownership of the shares held by GA AIV-A GS and GA AIV-B GS are the following General Atlantic investment funds: in the case of GA AIV-A GS, GAP AIV-1 A and in the case of GA AIV-B GS, GAP AIV-1 B and GA AIV-1 B Interholdco. GA SPV is the general partner of GA HRG Collections, GAPCO GS, GAPCO AIV Holdings, GA AIV-A GS and GA AIV-B GS. GenPar is the general partner of GAP AIV-1 A, GAP AIV-1 B, GA AIV-1 B Interholdco and GAP 100. GA LP is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA and GenPar. GA LP is controlled by the Management Committee of GASC MGP, LLC (the “GA Management Committee”). GA LP, GA SPV, GAP 100, GAP AIV-1 A, GAP AIV-1 B, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GA AIV-B GS, GA AIV-A GS, GAPCO GS and GA HRG Collections are a “group” within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended. Each of the members of the GA Management Committee disclaims ownership of the shares held by GA HRG Collections, GAPCO GS, GA AIV-B GS, and GA AIV-A GS except to the extent that he has a pecuniary interest therein. The name, the address and the citizenship of each of the members of the GA Management Committee as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference. Pursuant to a Stockholders Agreement, dated as of October 28, 2021 (the “Stockholder Agreement”), among GA HRG Collections, GAPCO GS, GA AIV-B GS, GA AIV-A GS (together with each of their affiliated investment entities, “GA”), Trident VII, L.P., a Cayman Islands exempted limited partnership, Trident VII Parallel Fund, L.P., a Cayman Islands exempted limited partnership, Trident VII DE Parallel Fund, L.P., a Delaware limited partnership and Trident VII Professionals Fund, L.P., a Cayman Islands exempted limited partnership (together, “Stone Point”) and the Company, GA has agreed to certain arrangements with respect to the shares of common stock reported herein, including to vote to elect certain individuals nominated by each of GA and Stone Point to the Company’s board of directors in accordance with the terms of the Stockholder Agreement. By virtue of the Stockholder Agreement and the obligations and rights thereunder, the Reporting Persons in this Schedule 13G, Stone Point and/or certain of their affiliates may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Based on the Company’s prospectus filed under Rule 424(b)(4), filed with the Securities and Exchange Commission on October 28, 2021, such a “group” would be deemed to beneficially own an aggregate of 46,272,322 shares of common stock, or 58.3% of the Company’s outstanding shares of common stock calculated pursuant to Rule 13d-3. The Reporting Persons expressly disclaim beneficial ownership over any shares of common stock that they may be deemed to beneficially own solely by reason of the Stockholder Agreement. This Schedule 13G does not reflect any shares of common stock beneficially owned by Stone Point. Amount Beneficially Owned: By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own the shares of common stock indicated on row (9) on such Reporting Person’s cover page included herein.
Percentage Owned: All calculation of percentage ownership herein are based on an aggregate of 79,390,513 shares of common stock reported by the Company to be outstanding as of November 18, 2021 as reflected in the Company’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 19, 2021.
Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of: |
| (i) | Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the shares of common stock as indicated on such Reporting Person’s cover page included herein. | |
| (ii) | Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the shares of common stock as indicated on such Reporting Person’s cover page included herein. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 22 of 27 |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. | |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| Not applicable. | |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| See Item 4, which states the identity of the members of the group filing this Schedule 13G. | |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. | |
| Item 10. | CERTIFICATION |
| Not applicable. |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 23 of 27 |
Exhibit Index
| Exhibit 1: | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| CUSIP No. 433537107 | SCHEDULE 13G | Page 24 of 27 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of February 11, 2022
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS GENPAR, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS AIV-1 A, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 433537107 | SCHEDULE 13G | Page 25 of 27 |
| GENERAL ATLANTIC PARTNERS AIV-1 B, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 433537107 | SCHEDULE 13G | Page 26 of 27 |
| GENERAL ATLANTIC (SPV) GP, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (HRG) COLLECTIONS, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAPCO AIV HOLDINGS, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAPCO AIV INTERHOLDCO (GS), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. 433537107 | SCHEDULE 13G | Page 27 of 27 |
| GA AIV-1 B INTERHOLDCO, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 B INTERHOLDCO (GS), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 A INTERHOLDCO (GS), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
SCHEDULE A
Members of the GA Management Committee (as of the date hereof)
| Name | Address | Citizenship |
|
William E. Ford (Chief Executive Officer) |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Gabriel Caillaux |
23 Savile Row London W1S 2ET United Kingdom |
France |
| Andrew Crawford |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Martín Escobari |
55 East 52nd Street 33rd Floor New York, New York 10055 |
Bolivia and Brazil |
| Anton J. Levy |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Sandeep Naik |
Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960 |
United States |
| Graves Tompkins |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| N. Robbert Vorhoff |
55 East 52nd Street 33rd Floor New York, New York 10055 |
United States |
| Eric Zhang |
Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China |
Hong Kong SAR |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
Dated as of February 11, 2022
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS GENPAR, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS AIV-1 A, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS AIV-1 B, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (SPV) GP, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its sole member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS 100, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (HRG) COLLECTIONS, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAPCO AIV HOLDINGS, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAPCO AIV INTERHOLDCO (GS), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 B INTERHOLDCO, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR, L.P., its general partner | |||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 B INTERHOLDCO (GS), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GA AIV-1 A INTERHOLDCO (GS), L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||