Scott Staples - May 10, 2023 Form 4 Insider Report for FIRST ADVANTAGE CORP (FA)

Role: Chief Executive Officer, Director
Signature: /s/ Bret T. Jardine, Attorney-in-Fact
Stock symbol: FA
Transactions as of: May 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/12/2023, 04:45 PM
Previous filing: Nov 17, 2021
Next filing: Aug 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	FA	Common Stock						3.8M	May 10, 2023	Direct	F1, 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	+855K	+66.21%	$0.00	2.15M	May 10, 2023	Common Stock	855K	$15.00	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes shares of common stock acquired under the Employee Stock Purchase Plan of First Advantage Corporation (the "Company"). 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 867,526 shares of restricted stock that is subject to time- and performance-based vesting conditions, previously reported and included in the above balance.
F2	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: 173,505 shares on January 31, 2024, 347,010 shares on January 31, 2025, and 347,011 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.
F3	The reporting person currently owns 854,861 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: 170,972 options on January 31, 2024, 341,944 options on January 31, 2025, and 341,945 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 1,291,143 previously reported time-based stock options, with the 429,201 remaining unvested time-based stock options scheduled to vest in equal installments on January 31, 2024 and 2025.