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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X
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*
FIRST AMERICAN CORP

(Last) (First) (Middle)
1 FIRST AMERICAN WAY

(Street)
SANTA ANA CA 92707-5913

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2009
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 11/16/2009 P(1) 253,470 A (2) 13,879,379 D
Class A Common Stock 11/17/2009 P(1) 99,246 A (2) 13,978,625 D
Class A Common Stock 11/18/2009 P 1,640,557 A (2) 0(3) 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
Explanation of Responses:
1. Acquisition of shares of Class A common stock ("Class A Shares") by The First American Corporation ("First American") pursuant to a subsequent offering period for its previously announced exchange offer (the "Exchange Offer"). The subsequent offering period expired on November 17, 2009. Also includes Class A Shares acquired as a result of fulfillment of guaranteed deliveries of Class A Shares tendered during the initial offering period for the Exchange Offer.
2. The consideration offered by First American in the Exchange Offer, and the merger described in Note 3, was 0.58 of a First American common share for each Class A Share, plus cash in lieu of any fractional share otherwise issuable to a holder of Class A Shares after aggregating all First American common shares such holder was entitled to receive in the Exchange Offer or the merger, as applicable.
3. All of the Class A Shares were canceled in the merger of Algonquin Corp., a Delaware corporation and wholly-owned subsidiary of First American, with and into First Advantage Corporation on November 18, 2009.
/s/ Kenneth D. DeGiorgio, Senior Vice President, General Counsel 11/18/2009
** 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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