Joelle M. Smith - May 10, 2023 Form 4 Insider Report for FIRST ADVANTAGE CORP (FA)

Signature
/s/ Bret T. Jardine, Attorney-in-Fact
Stock symbol
FA
Transactions as of
May 10, 2023
Transactions value $
-$86,409
Form type
4
Date filed
5/12/2023, 04:39 PM
Previous filing
May 13, 2022
Next filing
Sep 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FA Common Stock Options Exercise +24.9K +149.93% 41.5K May 11, 2023 Direct F1
transaction FA Common Stock Tax liability -$86.4K -6.85K -16.49% $12.62 34.7K May 11, 2023 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction FA Stock Options (Right to Buy) Award $0 +96.9K +66.21% $0.00 243K May 10, 2023 Common Stock 96.9K $6.61 Direct F3, F4
transaction FA Stock Options (Right to Buy) Award $0 +8.59K +66.22% $0.00 21.6K May 10, 2023 Common Stock 8.59K $6.61 Direct F5, F6
transaction FA Restricted Stock Units Options Exercise $0 -24.9K -25% $0.00 74.7K May 11, 2023 Common Stock 24.9K Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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).
F2 Represents shares withheld in connection with the vesting of RSUs to cover tax withholding obligations.
F3 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.
F4 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.
F5 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.
F6 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.
F7 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