| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FA | Common Stock | Sale | -$305M | -15.8M | -14.26% | $19.30 | 94.9M | Nov 15, 2021 | Held through SLP Fastball Aggregator, L.P. | F1, F2 |
| transaction | FA | Common Stock | Other | $0 | -5.39M | -5.68% | $0.00 | 89.6M | Nov 15, 2021 | Held through SLP Fastball Aggregator, L.P. | F2, F3 |
| transaction | FA | Common Stock | Sale | -$1.05M | -54.1K | -41.81% | $19.34 | 75.3K | Nov 16, 2021 | Held through Silver Lake Technology Associates V, L.P. | F4, F9 |
| transaction | FA | Common Stock | Sale | -$116K | -5.99K | -41.81% | $19.34 | 8.34K | Nov 16, 2021 | See footnote | F5, F9 |
| transaction | FA | Common Stock | Sale | -$1.47M | -75.3K | -100% | $19.48 | 0 | Nov 17, 2021 | Held through Silver Lake Technology Associates V, L.P. | F4, F10 |
| transaction | FA | Common Stock | Sale | -$162K | -8.34K | -100% | $19.48 | 0 | Nov 17, 2021 | See footnote | F5, F10 |
| holding | FA | Common Stock | 323K | Nov 15, 2021 | Held through Silver Lake Group, L.L.C. | F6 | |||||
| holding | FA | Common Stock | 90.4K | Nov 15, 2021 | Direct | F7 | |||||
| holding | FA | Common Stock | 25.6K | Nov 15, 2021 | See footnote | F8 |
| Id | Content |
|---|---|
| F1 | This amount represents the $20.00 secondary public offering price per share of common stock of First Advantage Corporation (the "Issuer"), less the underwriting discount of $0.70 per share for shares sold pursuant to a registered public offering. |
| F2 | Represents securities held by SLP Fastball Aggregator, L.P. ("SLP Fastball"). SLP V Aggregator GP, L.L.C. ("SLP V GP") is the general partner of SLP Fastball. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. Silver Lake Group, L.L.C. ("SLG") is the managing member of SLTA V GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and is a Managing Member of SLG. Each of SLP Fastball, SLP V GP, SLTA V, SLTA V GP and SLG may be deemed to be a director by deputization of the Issuer. |
| F3 | SLP Fastball and certain of its affiliates distributed shares of Common Stock to their respective partners and members as in-kind distributions. The receipt of shares of Common Stock by each of the Reporting Persons was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| F4 | These shares of Common Stock were received by SLTA V in connection with the distribution made by SLP Fastball described above. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| F5 | These shares of Common Stock were received indirectly by Mr. Joseph Osnoss through his indirect interest in an entity in which he may be deemed to have a pecuniary interest, in connection with the pro rata distributions made by SLP Fastball and its affiliates described above. The receipt of such shares of Common Stock indirectly by Mr. Osnoss was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| F6 | These shares of Common Stock were received by SLG in connection with the distributions made by SLP Fastball and its affiliates described above. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| F7 | Represents shares of Common Stock held by Mr. Joseph Osnoss immediately following the receipt of such shares in connection with the distributions of shares of Common Stock reported above. The receipt of such shares of Common Stock was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| F8 | Represents shares of Common Stock beneficially owned indirectly by Mr. Osnoss through a trust for the benefit of certain family members, which received such shares in connection with the distributions of shares of Common Stock reported above. The receipt of such shares of Common Stock indirectly by Mr. Osnoss was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. |
| F9 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.175 to $19.64, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| F10 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.12 to $19.75, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.