Schedule 13G Amendment No. 4

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OoNNcXiloYgYTnNVqM0ON4SBu2veEUMD4e03zbKIr8fP859OBbpBZTLBSVX49R3G 5uohl6QmNL2Bus0JR26jnw== 0001193125-09-072618.txt : 20090403 0001193125-09-072618.hdr.sgml : 20090403 20090403152855 ACCESSION NUMBER: 0001193125-09-072618 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090403 DATE AS OF CHANGE: 20090403 GROUP MEMBERS: FADV CMSI, INC. GROUP MEMBERS: FADV HOLDINGS LLC GROUP MEMBERS: FIRST AMERICAN REAL ESTATE INFORMATION SERVICES, INC. GROUP MEMBERS: FIRST AMERICAN REAL ESTATE SOLUTIONS LLC GROUP MEMBERS: THE FIRST AMERICAN CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DealerTrack Holdings, Inc. CENTRAL INDEX KEY: 0001333513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 522336218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81223 FILM NUMBER: 09731933 BUSINESS ADDRESS: STREET 1: 1111 MARCUS AVENUE STREET 2: SUITE M04 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 BUSINESS PHONE: (516) 734-3600 MAIL ADDRESS: STREET 1: 1111 MARCUS AVENUE STREET 2: SUITE M04 CITY: LAKE SUCCESS STATE: NY ZIP: 11042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST ADVANTAGE CORP CENTRAL INDEX KEY: 0001210677 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 611437565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 12395 FIRST AMERICAN WAY CITY: POWAY STATE: CA ZIP: 92064 BUSINESS PHONE: 7272143426 MAIL ADDRESS: STREET 1: 100 CARILLON PARKWAY STREET 2: ATTN: BRET T. JARDINE, ESQ. CITY: ST PETERSBURG STATE: FL ZIP: 33716 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 4 Schedule 13G Amendment No. 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

DEALERTRACK HOLDINGS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

242309102

(CUSIP Number)

December 31, 2008

(Date of Event That Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1 (b)

x Rule 13d-1 (c)

¨ Rule 13d-1 (d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 242309102		Schedule 13G/A		Page 2 of 12 Pages


(1)		NAMES OF REPORTING PERSONS FADV Holdings LLC
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) x
(3)		SEC USE ONLY
(4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 0
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 0
		(8) SHARED DISPOSITIVE POWER 0


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,553,824*
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
(12)	TYPE OF REPORTING PERSON OO


CUSIP No. 242309102		Schedule 13G/A		Page 3 of 12 Pages


(1)		NAMES OF REPORTING PERSONS The First American Corporation
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) x
(3)		SEC USE ONLY
(4)		CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 0
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 0
		(8) SHARED DISPOSITIVE POWER 0


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,553,824*
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
(12)	TYPE OF REPORTING PERSON CO


CUSIP No. 242309102		Schedule 13G/A		Page 4 of 12 Pages


(1)		NAMES OF REPORTING PERSONS First American Real Estate Information Services, Inc.
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) x
(3)		SEC USE ONLY
(4)		CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 0
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 0
		(8) SHARED DISPOSITIVE POWER 0


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,553,824*
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
(12)	TYPE OF REPORTING PERSON CO


CUSIP No. 242309102		Schedule 13G/A		Page 5 of 12 Pages


(1)		NAMES OF REPORTING PERSONS First American Real Estate Solutions LLC
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) x
(3)		SEC USE ONLY
(4)		CITIZENSHIP OR PLACE OF ORGANIZATION California


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 0
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 0
		(8) SHARED DISPOSITIVE POWER 0


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,553,824*
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
(12)	TYPE OF REPORTING PERSON OO


CUSIP No. 242309102		Schedule 13G/A		Page 6 of 12 Pages


(1)		NAMES OF REPORTING PERSONS First Advantage Corporation
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) x
(3)		SEC USE ONLY
(4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 0
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 0
		(8) SHARED DISPOSITIVE POWER 0


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,553,824*
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
(12)	TYPE OF REPORTING PERSON CO


CUSIP No. 242309102		Schedule 13G/A		Page 7 of 12 Pages


(1)		NAMES OF REPORTING PERSONS FADV CMSI, Inc. (f/k/a Credit Management Solutions, Inc.)
(2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions): (a) ¨ (b) x
(3)		SEC USE ONLY
(4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 2,553,824
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 2,553,824
		(8) SHARED DISPOSITIVE POWER 0


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,553,824
(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.0%
(12)	TYPE OF REPORTING PERSON CO


Item 1(a).		Name of Issuer:

		DealerTrack Holdings, Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices:

		1111 Marcus Avenue Suite M04 Lake Success, New York 11042

Item 2(a).		Name of Person(s) Filing:

		FADV Holdings LLC (“Holdings”) The First American Corporation (“First American”) First American Real Estate Information Services, Inc. (“FAREISI”) First American Real Estate Solutions LLC (“FARES”) First Advantage Corporation (“FADV”) FADV CMSI, Inc. (f/k/a Credit Management Solutions, Inc. ) (“CMSI”)

Item 2(b).		Address of Principal Business Office, or, if None, Residence:



		Holdings:		1 First American Way Santa Ana, CA 92707

		First American:		1 First American Way Santa Ana, CA 92707

		FAREISI:		1 First American Way Santa Ana, CA 92707

		FARES:		1 First American Way Santa Ana, CA 92707

		FADV:		12395 First American Way Poway, CA 92064

		CMSI:		100 Carillon Parkway St. Petersburg, FL 33716



Item 2(c).		Citizenship:



		Holdings:		Delaware
		First American:		California
		FAREISI:		California
		FARES:		California
		FADV:		Delaware
		CMSI:		Delaware



Item 2(d).		Title of Class of Securities:



		Common Stock, par value $0.01 per share



Item 2(e).		CUSIP Number:



		242309102

Item 3. If This Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b), Check Whether the Person Filing is a:

Not Applicable.

Item 4. Ownership:

Holdings:

(a) Amount beneficially owned: 2,553,824*

(b) Percent of class: 6.0%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 0

First American:

(a) Amount beneficially owned: 2,553,824*

(b) Percent of class: 6.0%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 0

FAREISI:

(a) Amount beneficially owned: 2,553,824*

(b) Percent of class: 6.0%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 0

FARES:

(a) Amount beneficially owned: 2,553,824*

(b) Percent of class: 6.0%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 0

FADV:

(a) Amount beneficially owned: 2,553,824*

(b) Percent of class: 6.0%

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 0

CMSI:

(a) Amount beneficially owned: 2,553,824

(b) Percent of class: 6.0%

(i) Sole power to vote or to direct the vote: 2,553,824

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 2,553,824

(iv) Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of the Group.

Not Applicable

Item 10.

Certification:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Includes 2,553,824 shares of Issuer Common Stock held by CMSI, a direct, wholly-owned subsidiary of FADV. FADV is a direct, majority-owned subsidiary of Holdings. Holdings is owned by First American, FARES and FAREISI as holders of 62.59%, 36.28% and 1.12%, respectively. FAREISI is a direct, wholly owned subsidiary of First American. First American owns 80% of FARES. FADV, First American, Holdings, FAREISI and FARES may be deemed to beneficially own CMSI’s shares of Issuer Common Stock. FADV, First American, Holdings, FAREISI and FARES disclaim beneficial ownership of the shares of Issuer Common Stock held by CMSI.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: April 3, 2009

FADV HOLDINGS LLC

By:		/s/ Kenneth DeGiorgio
Name:		Kenneth DeGiorgio
Title:		Vice President

THE FIRST AMERICAN CORPORATION

By:		/s/ Kenneth DeGiorgio
Name:		Kenneth DeGiorgio
Title:		Senior Vice President

FIRST AMERICAN REAL ESTATE INFORMATION SERVICES, INC.

By:		/s/ Kenneth DeGiorgio
Name:		Kenneth DeGiorgio
Title:		Vice President

FIRST AMERICAN REAL ESTATE SOLUTIONS LLC

By:		/s/ Kenneth DeGiorgio
Name:		Kenneth DeGiorgio
Title:		Vice President

FIRST ADVANTAGE CORPORATION

By:		/s/ Bret T. Jardine
Name:		Bret T. Jardine
Title:		Vice President and Associate General Counsel

FADV CMSI, INC. (f/k/a CREDIT MANAGEMENT SOLUTIONS, INC.)

By:		/s/ Bret T. Jardine
Name:		Bret T. Jardine
Title:		Secretary

JOINT FILING AGREEMENT

In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as set forth in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock $.01 par value per share of DealerTrack Holdings, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby executed as of this Agreement this 3rd day of April, 2009.


FADV HOLDINGS LLC

By:		/s/ Kenneth DeGiorgio
Name:		Kenneth DeGiorgio
Title:		Vice President

THE FIRST AMERICAN CORPORATION

By:		/s/ Kenneth DeGiorgio
Name:		Kenneth DeGiorgio
Title:		Senior Vice President

FIRST AMERICAN REAL ESTATE INFORMATION SERVICES, INC.

By:		/s/ Kenneth DeGiorgio
Name:		Kenneth DeGiorgio
Title:		Vice President

FIRST AMERICAN REAL ESTATE SOLUTIONS LLC

By:		/s/ Kenneth DeGiorgio
Name:		Kenneth DeGiorgio
Title:		Vice President

FIRST ADVANTAGE CORPORATION

By:		/s/ Bret T. Jardine
Name:		Bret T. Jardine
Title:		Vice President and General Counsel

FADV CMSI, INC. (f/k/a CREDIT MANAGEMENT SOLUTIONS, INC.)

By:		/s/ Bret T. Jardine
Name:		Bret T. Jardine
Title:		Secretary

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