SEC Filing | First Advantage Corporation

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

PEQUOT CAPITAL MANAGEMENT INC/CT/

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2003

3. Issuer Name and Ticker or Trading Symbol
FIRST ADVANTAGE CORP [ FADV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnote 1

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	2,101,188⁽²⁾⁽³⁾	I⁽²⁾	Investment Advisor⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant for Common Stock	12/20/2002	07/18/2006	Class A Common Stock	8,940⁽²⁾⁽⁴⁾	26.1	I⁽²⁾	Investment Advisor⁽¹⁾
Warrant for Common Stock	12/20/2001	12/20/2005	Class A Common Stock	2,091⁽²⁾⁽⁵⁾	26.1	I⁽²⁾	Investment Advisor⁽¹⁾
Warrant for Common Stock	06/05/2001	06/05/2011	Class A Common Stock	41,462⁽²⁾⁽⁶⁾	12.06	I⁽²⁾	Investment Advisor⁽¹⁾
Warrant for Common Stock	12/20/2001	12/20/2005	Class A Common Stock	44,700⁽²⁾⁽⁷⁾	26.1	I⁽²⁾	Investment Advisor⁽¹⁾
Stock Option (Right-to-Buy)	09/07/2001	09/07/2010	Class A Common Stock	2,829⁽²⁾⁽⁸⁾	46.25	I⁽²⁾	Investment Advisor⁽¹⁾
Stock Option (Right-to-Buy)	07/31/2001	07/25/2011	Class A Common Stock	2,000⁽²⁾⁽⁹⁾	50.25	I⁽²⁾	Investment Advisor⁽¹⁾
Stock Option (Right-to-Buy)	07/31/2002	07/17/2012	Class A Common Stock	1,000⁽²⁾⁽¹⁰⁾	14.5	I⁽²⁾	Investment Advisor⁽¹⁾

1. Name and Address of Reporting Person^*

PEQUOT CAPITAL MANAGEMENT INC/CT/

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LENIHAN LAWRENCE D JR

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

Explanation of Responses:

1. Pequot Capital Management, Inc., ("Pequot") is an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 and has voting power and investment power with respect to securities in clients' accounts. Pequot disclaims any obligation to file this report, and this report shall not be deemed an admission that Pequot is subject to Section 16 with respect to the issuer or such securities. Lawrence D. Lenihan, Jr. is an employee of Pequot and serves on the Board of Directors of the Issuer and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.

2. Pequot disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Pequot is the beneficial owner of such securities for the purposes of Rule 16(a)-1(a)(1) or (a)(2) or for any other purpose.

3. Acquired pursuant to an Agreement and Plan of Merger, dated as of December 13, 2002, with First American Corporation, ("FAM"), First Advantage Corporation, a wholly-owned subsidiary of FAM ("FAC"), and Stockholm Seven Merger Corp., ("Merger Sub"), pursuant to which, among other things, Merger Sub will merge with and into US Search.com, Inc. (the "Merger") and US Search.com, Inc., ("USS") will continue as the surviving corporation and a wholly-owned subsidiary of FAC. These shares were received by the Reporting Person pursuant to the Merger in exchange for 52,529,702 shares of USS Common Stock. On the effective date of the Merger, June 5, 2003, the closing price of USS was $0.95 and on June 6, 2003, the opening price of FAC was $25.00 per share.

4. This warrant was assumed by FAC in the Merger and previously was a warrant to acquire 223,499 shares of USS Common Stock with an exercise price of $1.04 per share.

5. This warrant was assumed by FAC in the Merger and previously was a warrant to acquire 52,275 shares of USS Common Stock with an exercise price of $1.04 per share.

6. This warrant was assumed by FAC in the Merger and previously was a warrant to acquire 1,036,548 shares of USS Common Stock with an exercise price of $0.48 per share.

7. This warrant was assumed by FAC in the Merger and previously was a warrant to acquire 1,117,497 shares of USS Common Stock with an exercise price of $1.04 per share.

8. This option was assumed by FAC in the Merger and previously was an option to acquire 70,728 shares of USS Common Stock with an exercise price of $1.85 per share. The option provides for the vesting of 33 1/3% of the option at the one, two, and three-year anniversary of the date of the grant, beginning September 7, 2001.

9. This option was assumed by FAC in the Merger and previously was an option to acquire 50,000 shares of USS Common Stock with an exercise price of $2.01 per share. This option provides for the vesting of 1/12th of the option at the end of each month subsequent to the grant date, beginning July 31, 2001.

10. This option was assumed by FAC in the Merger and previously was an option to acquire 25,000 shares of USS Common Stock with an exercise price of $0.58 per share. The option provides for the vesting of 1/12th of the option at the end of each month subsequent to the grant date, beginning July 31, 2002.

	Richard Joslin, Principal and Authorized Officer	06/12/2003
	Lawrence D. Lenihan, Jr., Director (1)	06/12/2003
	** 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 5 (b)(v).
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