Sec Form 4 Filing - Jaeger Joseph K. @ FIRST ADVANTAGE CORP - 2023-05-10

Insider filing report for Changes in Beneficial Ownership
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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
Jaeger Joseph K.
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)
President, Americas
(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 712,454 ( 1 ) ( 2 ) 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) $ 15 05/10/2023 A( 3 ) 250,465 ( 3 ) ( 3 ) 06/22/2031 Common Stock 250,465 $ 0 628,756 ( 4 ) D
Restricted Stock Units ( 5 ) 05/10/2023 A( 6 ) 19,918 ( 6 ) ( 6 ) ( 6 ) Common Stock 19,918 $ 0 40,000 ( 7 ) D
Reporting Owners
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, GA30328
President, Americas
Signatures
/s/ Bret T. Jardine, Attorney-in-Fact 05/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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"), including 253,028 shares of restricted stock that is subject to time- and performance-based vesting conditions, previously reported and included in the above balance.
( 2 )The Modification adds incremental vesting criteria to such restricted stock, which allows such restricted stock to vest into the following number of shares of common stock, based solely on time, as follows, subject to continued service through such date: 50,605 shares on January 31, 2024, 101,211 shares on January 31, 2025, and 101,212 shares 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 restricted stock will be vested on January 31, 2026 even if no Realization Event occurs prior to such date.
( 3 )The reporting person currently owns 250,465 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: 50,093 options on January 31, 2024, 100,186 options on January 31, 2025, and 100,186 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 378,291 previously reported time-based stock options, with the 125,752 remaining unvested time-based stock options scheduled to vest in equal installments on January 31, 2024 and 2025.
( 5 )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).
( 6 )The reporting person currently owns 19,918 previously unreported RSUs, subject to time- and performance-based vesting criteria. The Modification adds incremental vesting criteria to such RSUs, which allows such RSUs to 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. As a result, 100% of such RSUs will be vested on June 23, 2027 even if no Realization Event occurs prior to such date.
( 7 )Includes 20,082 previously reported time-based RSUs, with 5,082 remaining unvested time-based RSUs scheduled to vest on June 23, 2023 and 5,000 remaining unvested time-based RSUs scheduled to vest on June 23, 2024, 2025, and 2026.

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