SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Smith Joelle M

(Last)

(First)

(Middle)

C/O FIRST ADVANTAGE CORPORATION

1 CONCOURSE PARKWAY NE, SUITE 200

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

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)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2023		M		24,905	A	⁽¹⁾	41,516	D
Common Stock	05/11/2023		F⁽²⁾		6,847	D	$12.62	34,669	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$6.61	05/10/2023		A⁽³⁾		96,911⁽³⁾		⁽³⁾	01/31/2030	Common Stock	96,911	$0	243,280⁽⁴⁾	D
Stock Options (Right to Buy)	$6.61	05/10/2023		A⁽⁵⁾		8,590⁽⁵⁾		⁽⁵⁾	08/24/2030	Common Stock	8,590	$0	21,562⁽⁶⁾	D
Restricted Stock Units	⁽¹⁾	05/11/2023		M			24,905	⁽⁷⁾	⁽⁷⁾	Common Stock	24,905	$0	74,715	D

Explanation of Responses:

1. 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).

2. Represents shares withheld in connection with the vesting of RSUs to cover tax withholding obligations.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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

	/s/ Bret T. Jardine, Attorney-in-Fact	05/12/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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