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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 1.215 | 08/21/2008 | D(2) | 57,777 | 03/10/2004 | 03/10/2014 | Common Stock | 57,777 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 2.7 | 08/21/2008 | D(3) | 7,777 | 09/22/2004 | 09/22/2014 | Common Stock | 7,777 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 6.93 | 08/21/2008 | D(3) | 22,222 | 07/24/2006 | 07/24/2016 | Common Stock | 22,222 | $ 0 | 0 | D | ||||
Stock Option (right to buy) | $ 8.16 | 08/21/2008 | D(3) | 20,000 | 08/13/2008 | 02/13/2018 | Common Stock | 20,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Malnati Stefano C/O HIRERIGHT, INC. 5151 CALIFORNIA AVENUE IRVINE, CA 92617 |
VP, Engineering |
/s/ Stefano Malnati | 08/21/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In connection with the merger of a subsidiary of US Investigations Services, LLC into Issuer on August 21, 2008 pursuant to an agreement and plan of merger dated June 9, 2008, as amended, all shares of Issuer common stock were converted into the right to receive $19.75 per share in cash, without interest and less applicable withholding taxes. |
(2) | This option, which was fully vested, was cancelled in the merger in exchange for the right to receive a cash payment equal to the difference between $19.75 and the exercise price, multiplied by the number of shares underlying the option, without interest and less applicable withholding taxes. |
(3) | This option, the vesting of which was accelerated in connection with the merger, was cancelled in the merger in exchange for the right to receive a cash payment equal to the difference between $19.75 and the exercise price, multiplied by the number of shares underlying the option, without interest and less applicable withholding taxes. |