Filing Details
- Accession Number:
- 0001654954-20-002794
- Form Type:
- 13D Filing
- Publication Date:
- 2020-03-17 16:36:16
- Filed By:
- Hermanns Richard
- Company:
- Hirequest Inc. (OTCMKTS:HQI)
- Filing Date:
- 2020-03-17
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Richard Hermanns | 5,801,690 | 0 | 5,801,690 | 0 | 5,801,690 | 42.9% |
Filing
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
HIREQUEST, INC.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
433535101
(CUSIP
Number)
Richard
Hermanns
111
Springhall Drive
Goose
Creek, SC 29445
(843)
723-7400
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
28, 2020
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box. [ ]
| CUSIP No.
433535101 | SCHEDULE
13D | |
| 1 | NAME OF REPORTING
PERSONS Richard
Hermanns | |||
| 2 | CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
☐ (b)
☐ | |||
| 3 | SEC USE
ONLY | |||
| 4 | SOURCE OF
FUNDS PF | |||
| 5 | CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||
| 6 | CITIZENSHIP OR
PLACE OF ORGANIZATION United
States | |||
| NUMBER
OF | 7 | SOLE VOTING
POWER 5,801,690 | | |
| SHARES BENEFICIALLY | 8 | SHARED VOTING
POWER 0 | | |
| OWNED
BY EACH | 9 | SOLE DISPOSITIVE
POWER 5,801,690 | | |
| REPORTING PERSON
WITH | 10 | SHARED DISPOSITIVE
POWER 0 | | |
| 11 | AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,801,690 | |||
| 12 | CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐ | |||
| 13 | PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 42.9%
(1) | |||
| 14 | TYPE OF REPORTING
PERSON IN
| |||
(1)
Calculated based on
13,536,472 shares of common stock of the Issuer outstanding as of
March 16, 2019.
EXPLANATORY NOTE
This Amendment No. 2 (the “Amendment”) to Schedule 13D
amends and supplements the Schedule 13D filed by the Reporting
Person (as defined below) on April 18, 2019, as amended by
Amendment No. 1 filed on July 25, 2019 (as amended by Amendment
No.1, the “Schedule 13D”). Capitalized terms used but
not defined herein have the meaning ascribed to them in the
Schedule 13D.
Item
1.
Security
and Issuer
This
Amendment relates to the common stock, $0.001 par value per share
(the “Shares”), of HireQuest, Inc., a Delaware
corporation (the “Issuer”). The address of the
principal executive offices of the Issuer is 111 Springhall Drive,
Goose Creek, SC 29445.
Item
2.
Identity
and Background
This
Amendment is being filed by Richard Hermanns (the “Reporting
Person”). The Reporting Person is President, CEO, and
Chairman of the Board of Directors of Issuer. The Reporting
Person’s business address is 111 Springhall Drive, Goose
Creek, SC 29445.
During
the last five years, the Reporting Person has not been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree,
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
The
Reporting Person is a United States citizen.
Item
3.
Source
and Amount of Funds or Other Consideration
5,705,792 of the
Shares beneficially owned by the Reporting Person were issued to
him in exchange for his membership interests in Hire Quest
Holdings, LLC (“Hire Quest”), pursuant to the Agreement
and Plan of Merger dated April 8, 2019 (the “Merger
Agreement”) among the Issuer, Hire Quest and the other
parties thereto, pursuant to which Hire Quest became a wholly-owned
subsidiary of the Issuer.
50,000
of the Shares beneficially owned by the Reporting Person represent
shares of restricted stock granted to him on September 23, 2019 in
his capacity as President and CEO of Issuer pursuant to the
Company’s 2016 Stock Incentive Plan. 25,000 of these shares
will vest on September 1, 2021. Thereafter, 3,125 shares will vest
on the last day of each of the eight fiscal quarters immediately
following September 1, 2021.
2,848
of the Shares beneficially owned by the Reporting Person represent
shares of restricted stock granted to him on January 17, 2020
pursuant to a provision in the Employment Agreement dated September
1, 2019 by and among the Reporting Person, HQ LTS Corporation, and
the Issuer (the "Employment Agreement") whereby the Issuer matches
20% of open market purchases made by Mr. Hermanns with restricted
shares of common stock up to certain annual thresholds. 500 of
these Shares will vest on each of December 17, 18, 19, 20, and 23,
2021; 240 will vest on December 30, 2021; 80 will vest on January
9, 2022; and 28 will vest on January 10, 2022. These Shares were
issued pursuant to the Company's 2016 Stock Incentive
Plan.
The
remaining 43,050 Shares beneficially owned by the Reporting Person
were purchased pursuant to a rule 10b5-1 Plan entered into by the
Reporting Person on November 20, 2019 (the “10b5-1
Plan”). Purchases pursuant to the 10b5-1 Plan were made
between December 17, 2019 and March 16, 2020 at prices between
$6.08 and $6.75 per share. Purchases were funded with the Reporting
Person’s personal funds.
Item
4.
Purpose
of Transaction
The
Reporting Person anticipates additional purchases pursuant to the
10b5-1 Plan assuming all conditions of the plan are met. These
purchases, if they are effected and all other conditions are met,
may trigger additional grants of matching shares as set forth in
the Employment Agreement.
Item
5.
Interest
in Securities of the Issuer
(a) and
(b) The Reporting Person beneficially owns and has sole
voting and dispositive power with respect to 5,801,690 Shares,
representing 42.9% of the outstanding Shares.
(c) Other
than as described in this Amendment, the Reporting Person has not
effected any transaction in Shares during the past 60
days.
(d) To
the knowledge of the Reporting Person, no person has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Shares covered by this
Amendment.
(e) Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Pursuant to the
Merger Agreement, the Issuer was obligated to appoint four
directors selected by Hire Quest to its board of directors, which
included the Reporting Person, and three of the Issuer’s
directors prior to the Merger remained on the board of directors
following the Closing (the “Company Directors”). The
Merger Agreement provides that, of the Company Directors, one will
remain on the Board until the 2022 annual shareholder meeting, the
second will remain on the Board until the 2021 annual shareholder
meeting, and the third will remain on the Board until the 2020
annual shareholder meeting. The other information required to be
disclosed in this Item is incorporated by reference to Items 4 and
5 of this Amendment.
Item
7.
Material
to be Filed as Exhibits
Exhibit
1
Agreement and Plan
of Merger, dated as of April 8, 2019, by and among Command Center,
Inc., Hire Quest Holdings, LLC, CCNI One, Inc., Command Florida,
LLC and Richard Hermanns, incorporated by reference to Exhibit 2.1
to the Issuer’s Current Report on Form 8-K filed on April 9,
2019.
Exhibit 2
Employment
Agreement among HQ LTS Corporation, the Issuer, and Richard
Hermanns, incorporated by reference to Exhibit 10.2 to the Issuer's
Current Report on Form 8-K filed on September 26,
2019.
SIGNATURES
After
reasonable inquiry and to the best of each of the
undersigned’s knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true,
complete and correct.
| | Company Name | | |
| | | | |
| Dated:
March 17, 2020 | By: | /s/ Richard
Hermanns | |
| | | Richard
Hermanns | |
| | | | |