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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FIRST ADVANTAGE CORP [ FADV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | D | 1 | D | (1) | 0 | D | |||
Class A Common Stock | 11/18/2009 | M | 5,000(4) | A | $21.63 | 5,000 | D | |||
Class A Common Stock | 11/18/2009 | M | 2,500(4) | A | $20.15 | 7,500 | D | |||
Class A Common Stock | 11/18/2009 | M | 2,500(4) | A | $27.93 | 10,000 | D | |||
Class A Common Stock | 11/18/2009 | M | 2,500(4) | A | $25.13 | 12,500 | D | |||
Class A Common Stock | 11/18/2009 | M | 7,953(5) | A | (3) | 20,453 | D | |||
Class A Common Stock | 11/18/2009 | D | 5,000 | D | (2) | 15,453 | D | |||
Class A Common Stock | 11/18/2009 | D | 2,500 | D | (2) | 12,953 | D | |||
Class A Common Stock | 11/18/2009 | D | 2,500 | D | (2) | 10,453 | D | |||
Class A Common Stock | 11/18/2009 | D | 2,500 | D | (2) | 7,953 | D | |||
Class A Common Stock | 11/18/2009 | D | 7,953 | D | (3) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Director Stock Option | $21.63 | 11/18/2009 | M | 5,000(4) | 06/03/2004 | 06/03/2013 | Class A Common Stock | 5,000 | (2) | 0 | D | ||||
Director Stock Option | $20.15 | 11/18/2009 | M | 2,500(4) | 05/20/2005 | 05/19/2014 | Class A Common Stock | 2,500 | (2) | 0 | D | ||||
Director Stock Option | $27.93 | 11/18/2009 | M | 2,500(4) | 09/13/2006 | 09/14/2015 | Class A Common Stock | 2,500 | (2) | 0 | D | ||||
Director Stock Option | $25.13 | 11/18/2009 | M | 2,500(4) | 05/11/2007 | 05/11/2016 | Class A Common Stock | 2,500 | (2) | 0 | D | ||||
Restricted Stock Unit | (3) | 11/18/2009 | M | 7,953(5) | (5) | (5) | Class A Common Stock | 7,953 | (3) | 0 | D |
Explanation of Responses: |
1. On November 12, 2009, the reporting person tendered all of his directly held FADV common shares, pursuant to the tender offer by The First American Corporation to acquire all of the FADV common shares. This amount is a result of a rounding error in vested FADV restricted stock units previously convertedto FADV common shares. This disposition is to correct the rounding error. |
2. Pursuant to the merger, stock options to acquire Class A common stock of First Advantage Corporation (FADV) were assumed by he 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. 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 The First American Corporation common stock, plus cash in lieu of any fractional share. |
4. Vesting of the reporting person's stock options pursuant to the FADV 203 Incetive Compensation Plan. These options vested immediately prior to and in conjuncton with the 11/18/2009 merger. |
5. Accelerated vesting of restricted stock units pursuant to the FADV 2003 Incentive Compensation Plan. The restricted stock units vested immediately prior to and in conjuction with the 11/18/2009 merger. |
Sharlyn Nudelman, Power of Attorney | 11/19/2009 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |