Sec Form 4 Filing - Smith Joelle M @ FIRST ADVANTAGE CORP - 2023-05-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Smith Joelle M 2. Issuer Name and Ticker or Trading Symbol FIRST ADVANTAGE CORP [ FA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O FIRST ADVANTAGE CORPORATION, 1 CONCOURSE PARKWAY NE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2023 (Street) ATLANTA, GA30328 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 05/11/2023 M 24,905 A 41,516 D Common Stock 05/11/2023 F( 2 ) 6,847 D $ 12.62 34,669 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Options (Right to Buy) $ 6.61 05/10/2023 A( 3 ) 96,911 ( 3 ) ( 3 ) 01/31/2030 Common Stock 96,911 $ 0 243,280 ( 4 ) D Stock Options (Right to Buy) $ 6.61 05/10/2023 A( 5 ) 8,590 ( 5 ) ( 5 ) 08/24/2030 Common Stock 8,590 $ 0 21,562 ( 6 ) D Restricted Stock Units ( 1 ) 05/11/2023 M 24,905 ( 7 ) ( 7 ) Common Stock 24,905 $ 0 74,715 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Joelle M C/O FIRST ADVANTAGE CORPORATION 1 CONCOURSE PARKWAY NE, SUITE 200 ATLANTA, GA30328 See Remarks Signatures /s/ Bret T. Jardine, Attorney-in-Fact 05/12/2023 Signature of Reporting Person Date

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 )The reporting person currently owns 96,911 previously unreported stock options, subject to time- and performance-based vesting criteria. Effective as of May 10, 2023, the Company's Board of Directors approved a modification of the vesting terms of unvested and unearned performance-based awards (the "Modification"). The Modification adds incremental vesting criteria to such stock options, which allows the following number of such stock options to vest, based solely on time, as follows, subject to continued service through such date: 19,382 options on January 31, 2024, 38,764 options on January 31, 2025, and 38,765 options on January 31, 2026, while preserving the eligibility to vest earlier upon a future "Realization Event" (as that term is defined in the relevant award agreement). As a result, 100% of such stock options will be vested on January 31, 2026 even if no Realization Event occurs prior to such date. ( 4 )Includes 146,369 previously reported time-based stock options, with the 48,656 remaining unvested time-based stock options scheduled to vest in equal installments on January 31, 2024 and 2025. ( 5 )The reporting person currently owns 8,590 previously unreported stock options, subject to time- and performance-based vesting criteria. The Modification adds incremental vesting criteria to such stock options, which allows the following number of such stock options to vest, based solely on time, as follows, subject to continued service through such date: 1,718 options on August 15, 2024, 3,436 options on August 15, 2025, and 3,436 options on August 15, 2026, while preserving the eligibility to vest earlier upon a future "Realization Event" (as that term is defined in the relevant award agreement). As a result, 100% of such stock options will be vested on August 15, 2026 even if no Realization Event occurs prior to such date. ( 6 )Includes 12,972 previously reported time-based stock options, with the 6,469 remaining unvested time-based stock options scheduled to vest in equal installments on August 15, 2023, 2024, and 2025. ( 7 )Represents RSUs originally granted on May 12, 2022, which will vest in equal annual installments on May 11, 2023, 2024, 2025 and 2026, subject to continued service through such dates.

Remarks: Title: President, Data, Technology, and Experience

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