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*
GAMSEY DAVID L

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2021
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
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 06/25/2021 S 17,969 D $14.025(1) 591,993(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 06/22/2021 A(4) 224,015 (3) 06/22/2031 Common Stock 224,015 $0.00 224,015 D
Stock Options (Right to Buy) $15 06/25/2021 A(5) 3,009 (3) 06/22/2031 Common Stock 3,009 $0.00 227,024 D
Explanation of Responses:
1. This amount represents the $15.00 initial public offering price per share of common stock of First Advantage Corporation (the "Issuer"), less the underwriting discount of $0.975 per share for shares sold pursuant to the issuer's initial public offering.
2. Represents shares of common stock received in a distribution from Fastball Holdco, L.P. in respect of certain of the reporting person's previously held interests in Fastball Holdco, L.P. Of these shares of common stock, 405,291 are unvested, of which, (i) 181,484 shares of common stock are subject to time-based vesting requirements and will vest in equal annual installments on January 31, 2022, 2023, 2024 and 2025, subject to continued service through such dates, and (ii) 223,807 shares of common stock are subject to time and performance-based vesting conditions and will vest in equal installments on the dates described above or later dates subject to additional performance-based vesting requirements.
3. Of these options, 179,212 are unvested options which will vest in equal annual installments on January 31, 2022, 2023, 2024 and 2025, subject to continued service through such dates. Does not include unvested performance-based options which will be reported when earned upon achievement of certain performance criteria.
4. Represents stock options received by the reporting person in connection with the dissolution of Fastball Holdco, L.P. in respect of certain of the reporting person's previously held interests in Fastball Holdco, L.P. These securities were previously reported on the Form 3 filed by the Reporting Person.
5. Represents the vesting of a portion of performance-based stock options in connection with the satisfaction of certain performance-based vesting conditions upon the closing of the Issuer's initial public offering.
Remarks:
/s/ Bret T. Jardine, Attorney-in-Fact 06/29/2021
** 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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