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*
NALLATHAMBI ANAND K

(Last) (First) (Middle)
100 CARILLON PARKWAY

(Street)
ST. PETERSBURG FL 33716

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FIRST ADVANTAGE CORP [ FADV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2009
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
Class A Common Stock 11/18/2009 M 200,000(3) A $27.07 251,849 D
Class A Common Stock 11/18/2009 M 100,000(3) A $26.76 351,849 D
Class A Common Stock 11/18/2009 M 50,000(3) A $23.97 401,849 D
Class A Common Stock 11/18/2009 M 96,597(1) A (6) 498,446 D
Class A Common Stock 11/18/2009 D 200,000 D (2) 298,446 D
Class A Common Stock 11/18/2009 D 100,000 D (2) 198,446 D
Class A Common Stock 11/18/2009 D 50,000 D (2) 148,446 D
Class A Common Stock 11/18/2009 D 96,597 D $0(6) 51,849 D
Class A Common Stock 11/18/2009 D 51,849(4) D (5) 0(5) 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 Option (Right to Buy) $27.07 11/18/2009 M 200,000(3) 09/15/2005 09/16/2013 Class A Common Stock 200,000 $0 0 D
Stock Option (Right to Buy) $26.76 11/18/2009 M 100,000 02/22/2008 02/22/2017 Class A Common Stock 100,000 $0 0 D
Employee Stock Option $23.97 11/18/2009 M 50,000(3) 03/30/2008 03/30/2017 Class A Common Stock 50,000 $0 0 D
Restricted Stock Unit (5) 11/18/2009 M 96,597(1) (1) (1) Class A Common Stock 96,597 (6) 0 D
Explanation of Responses:
1. Accelerated vesting of the reporting person's restricted stock units pursuant to the FADV 2003 Incentive Compensation Plan. The restricted units vested immediately prior to and in conjunction with the merger of 11/18/2009.
2. Pursuant to the merger, stock options to acquire Class A common stock of First Advantage Corporation (FADV) were assumed by the First American Corporation (FAF) using a ratio of 0.58 of a common share of FAF per share of Class A common stock of FADV.
3. Vesting of the reporting person's stock options pursuant to the FADV 2003 Incentive Compensation Plan. These options vested immediately prior to and in conjunction with the merger of 11/18/2009.
4. Accelerated vesting of previously reported restricted stock. The restricted stock was reported in full at the time of award. Vested restricted shares were tended to The First American Corporation pursuant to the tender offer which expired on November 10, 2009. The tendered shares were reported at that time. The 51,849 shares now being reported are the balance of the restricted shares, which have accelerated vesting pursuant to the First Advantage 2003 Incentive Compensation Plan.
5. The consideration received in the merger was 0.58 of a common share of The First American Corporation for each Class common share of First Advantage Corporation common stock.
6. The consideration received in the merger was 0.58 of a common share of The First American Corporation for each Class A common share of First Advantage Corporation common stock, plus cash in lieu of any fractional share.
Sharlyn Nudelman, Power of Attorney 11/20/2009
** 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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