Statement of Changes in Beneficial Ownership (4)
27 Giugno 2023 - 11:01PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Jaeger Joseph K. |
2. Issuer Name and Ticker or Trading Symbol
FIRST ADVANTAGE CORP
[
FA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Americas |
(Last)
(First)
(Middle)
C/O FIRST ADVANTAGE CORPORATION, 1 CONCOURSE PARKWAY NE, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/23/2023 |
(Street)
ATLANTA, GA 30328 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/23/2023 | | M | | 5082 | A | (1) | 717536 | D | |
Common Stock | 6/23/2023 | | F(2) | | 1238 | D | $14.15 | 716298 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Restricted Stock Units | (1) | 6/23/2023 | | M | | | 5082 | (3) | (3) | Common Stock | 5082 | $0 | 34918 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit (RSU) represents a contingent right to receive one share of common stock. The RSUs will be settled in either common stock or cash (or a combination thereof). |
(2) | Represents shares withheld in connection with the vesting of RSUs to cover tax withholding obligations. |
(3) | Includes an initial grant of 25,000 RSUs that vest in equal annual installments over five years, subject to continued service through such dates, with the first vesting on June 23, 2022 and a portion of an aggregate initial grant of 25,000 RSUs subject to performance and time-based vesting criteria, where such performance-based conditions (the occurrence of a "Realization Event" as defined in the award agreement) have been satisfied as of the date of grant. The remainder of such performance-based RSUs will, subject to the occurrence of a Realization Event, vest on the same schedule noted above. Alternatively, these performance-based RSUs will vest into the following number of shares of common stock, based solely on time, as follows, subject to continued service through such date: 3,983 shares on June 23, 2025, 7,967 shares on June 23, 2026, and 7,968 shares on June 23, 2027, while preserving the eligibility to vest earlier upon a future Realization Event. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Jaeger Joseph K. C/O FIRST ADVANTAGE CORPORATION 1 CONCOURSE PARKWAY NE, SUITE 200 ATLANTA, GA 30328 |
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| President, Americas |
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Signatures
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/s/ Bret T. Jardine, Attorney-in-Fact | | 6/27/2023 |
**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 control number. |
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