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*
MACDONALD ANDREW D

(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)
President, EHP and SAMI
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 50,000(1) A $21.63 50,000 D
Class A Common Stock 11/18/2009 M 25,000(1) A $24.93 75,000 D
Class A Common Stock 11/18/2009 M 31,104(5) A (6) 106,104 D
Class A Common Stock 11/18/2009 M 10,000(1) A $19.07 116,104 D
Class A Common Stock 11/18/2009 P 23.22(9) A (10) 116,127.22 D
Class A Common Stock 11/18/2009 S 23.22 D (11) 116,104 D
Class A Common Stock 11/18/2009 D 31,104 D (6) 85,000 D
Class A Common Stock 11/18/2009 D 10,000 D (12) 75,000 D
Class A Common Stock 11/18/2009 D 25,000 D (12) 50,000 D
Class A Common Stock 11/18/2009 D 50,000 D (12) 0 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
Employee Stock Option $21.63 11/18/2009 M 50,000(1) 06/04/2004 06/03/2013 Class A Common Stock 50,000 $0 0 D
Employee Stock Option(2) $24.93 11/18/2009 M 25,000(1) 02/20/2007 02/20/2016 Class A Common Stock 25,000 $0 0 D
Restricted Stock Unit (3) 11/18/2009 M 31,104(5) (4) (4) Class A Common Stock 31,104 (6) 0 D
Employee Stock Option(7)(8) $19.07 11/18/2009 M 10,000(1) 03/11/2006 03/11/2014 Class A Common Stock 10,000 $0 0 D
Explanation of Responses:
1. 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.
2. This Option grants vests in 3 annual installments of 33.33% each with the first installment vesting on February 20, 2007.
3. The reporting person received these restricted stock units as an Equity Award. Each restricted stock unit represents a contingent right to receive one share of FADV common stock.
4. The restricted stock units vest in 3 annual installments of 33.3%, 33.3% and 33.4% respectively, with the first vesting March 3, 2009.
5. 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.
6. The consideration received in the merger was 0.58 of a common share of The First American Corporation Class A common shares for each Class A common share of First Advantage Corporation common stock, plus cash in lieu of and fractional shares.
7. The reporting person was granted this option on March 11, 2005.
8. This Option grants vests in 3 annual installments of 34%, 33% and 33% with the first installment vesting on March 11, 2006
9. From the time of the tender exchange until the time of the merger, the reporting person acquired these shares through his participation in the First Advantage Corporation Employee Stock Purchase Plan.
10. The consideration received in the merger was 0.58 of a share of the Class A common stock of The First American Corporation for each Class A common share of First Advantage Corporation.
11. 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.
12. 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.
Sharlyn Nudelman, Power of Attorney 11/23/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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