Hireright Inc - Statement of Changes in Beneficial Ownership (4)
22 Août 2008 - 1:39AM
Edgar (US Regulatory)
FORM 4
[
X
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Blaisdell Thomas B
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2. Issuer Name
and
Ticker or Trading Symbol
HIRERIGHT INC
[
HIRE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DCM INVESTMENT MANAGEMENT III, LLC, 2420 SAND HILL ROAD, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/21/2008
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/21/2008
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D
(1)
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1750153
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D
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$19.75
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0
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I
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Owned by DCM III, L.P.
(4)
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Common Stock
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8/21/2008
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D
(1)
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85510
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D
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$19.75
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0
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I
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Owned by DCM Affiliates Fund III, L.P.
(4)
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Common Stock
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8/21/2008
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D
(1)
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46370
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D
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$19.75
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0
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I
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Owned by DCM III-A, L.P.
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$15.00
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8/21/2008
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D
(2)
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7777
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9/7/2007
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8/6/2017
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Common Stock
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7777
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$0
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0
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D
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Stock Option (right to buy)
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$10.25
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8/21/2008
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D
(2)
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3888
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6/29/2008
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5/29/2018
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Common Stock
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3888
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$0
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0
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D
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Deferred Stock Units
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(3)
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8/21/2008
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D
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1005
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(3)
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(3)
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Common Stock
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1005
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$0
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0
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D
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Deferred Stock Units
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(3)
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8/21/2008
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D
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1951
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(3)
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(3)
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Common Stock
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1951
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$0
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0
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D
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Explanation of Responses:
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(
1)
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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 any applicable withholding taxes.
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(
2)
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This option, the vesting of which was partially 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.
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(
3)
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These phantom stock units were cancelled in the merger in exchange for the right to receive a cash payment of $19.75 per unit, without interest and less applicable withholding taxes.
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(
4)
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These securities are owned solely by the entity set forth as the indirect beneficial owner herein, who may be deemed to be a member of a "group" pursuant to Section 13(d) of the Exchange Act with the other entities listed as indirect beneficial owners of other securities herein (collectively, the "DCM Funds"). DCM Investment Management, LLC ("DCM Management") is the general partner of each of the DCM Funds, and may be deemed to be an indirect beneficial owner of the securities. Thomas Blaisdell is a member of DCM Management and may be deemed to be an indirect beneficial owner of the securities. DCM Management and Mr. Blaisdell each disclaim beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Blaisdell Thomas B
C/O DCM INVESTMENT MANAGEMENT III, LLC
2420 SAND HILL ROAD, SUITE 200
MENLO PARK, CA 94025
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X
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X
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DCM Affiliates Fund III, L.P.
2420 SAND HILL ROAD
SUITE 200
MENLO PARK, CA 94025
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X
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DCM III, L.P.
2420 SAND HILL ROAD
SUITE 200
MENLO PARK, CA 94025
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X
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DCM III-A, L.P.
2420 SAND HILL ROAD
SUITE 200
MENLO PARK, CA 94025
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X
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DCM Investment Management III, LLC
2420 SAND HILL ROAD
SUITE 200
MENLO PARK, CA 94025
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X
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Signatures
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/s/ Thomas B. Blaisdell
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8/21/2008
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**
Signature of Reporting Person
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Date
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/s/ Thomas B. Blaisdell, managing member of DCM Investment Management III, LLC, its general partner
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8/21/2008
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**
Signature of Reporting Person
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Date
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/s/ Thomas B. Blaisdell, its managing member
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8/21/2008
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**
Signature of Reporting Person
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Date
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/s/ Thoms B. Blaisdell, managing member of DCM Investment Management III, LLC, its general partner
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8/21/2008
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**
Signature of Reporting Person
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Date
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/s/ Thomas B. Blaisdell, managing member of DCM Investment Management III, LLC, its general partner
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8/21/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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