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
 
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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).
1. Name and Address of Reporting Person*
Staples Scott

(Last) (First) (Middle)
C/O FIRST ADVANTAGE CORPORATION
1 CONCOURSE PARKWAY NE, SUITE 200

(Street)
ATLANTA GA 30328

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FIRST ADVANTAGE CORP [ FA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Common Stock 3,799,538(1)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $15 05/10/2023 A(3) 854,861(3) (3) 06/22/2031 Common Stock 854,861 $0 2,146,004(4) D
Explanation of Responses:
1. Includes shares of common stock acquired under the Employee Stock Purchase Plan of First Advantage Corporation (the "Company"). Effective as of May 10, 2023, the Company's Board of Directors approved a modification of the vesting terms of unvested and unearned performance-based awards (the "Modification"), including 867,526 shares of restricted stock that is subject to time- and performance-based vesting conditions, previously reported and included in the above balance.
2. The Modification adds incremental vesting criteria to such restricted stock, which allows such restricted stock to vest into the following number of shares of common stock, based solely on time, as follows, subject to continued service through such date: 173,505 shares on January 31, 2024, 347,010 shares on January 31, 2025, and 347,011 shares on January 31, 2026, while preserving the eligibility to vest earlier upon a future "Realization Event" (as that term is defined in the relevant award agreement). As a result, 100% of such restricted stock will be vested on January 31, 2026 even if no Realization Event occurs prior to such date.
3. The reporting person currently owns 854,861 previously unreported stock options, subject to time- and performance-based vesting criteria. The Modification adds incremental vesting criteria to such stock options, which allows the following number of such stock options to vest, based solely on time, as follows, subject to continued service through such date: 170,972 options on January 31, 2024, 341,944 options on January 31, 2025, and 341,945 options on January 31, 2026, while preserving the eligibility to vest earlier upon a future "Realization Event" (as that term is defined in the relevant award agreement). As a result, 100% of such stock options will be vested on January 31, 2026 even if no Realization Event occurs prior to such date.
4. Includes 1,291,143 previously reported time-based stock options, with the 429,201 remaining unvested time-based stock options scheduled to vest in equal installments on January 31, 2024 and 2025.
/s/ Bret T. Jardine, Attorney-in-Fact 05/12/2023
** 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).
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