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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Jardine Bret T

(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)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2024

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	11/18/2024		M		30,000	A	$5.11⁽¹⁾	35,527⁽²⁾	D
Common Stock	11/18/2024		S⁽³⁾		30,000	D	$17.4143⁽⁴⁾	5,527	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)	$5.11⁽¹⁾	11/18/2024		M			30,000	⁽⁵⁾	02/09/2030	Common Stock	30,000	$0	120,186	D

Explanation of Responses:

1. Reflects an adjustment ($1.50 reduction) to the original exercise price to reflect anti-dilution adjustments pursuant to the terms of the First Advantage Corporation 2021 Omnibus Incentive Plan (as amended) with respect to a one-time special cash dividend of $1.50 paid by First Advantage Corporation (the "Issuer") to stockholders of record at the close of business on August 21, 2023.

2. Includes shares of common stock acquired under the Employee Stock Purchase Plan of the Issuer.

3. Shares were sold pursuant to a Rule 10b5-1 trading plan that was adopted by the reporting person on August 16, 2024.

4. Represents the weighted average price for sales of the shares. The shares were sold at prices ranging from $17.300 to $17.630 per share. The reporting person will provide to the Securities and Exchange Commission staff, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.

5. Includes an initial grant of 81,093 options that vest in equal annual installments over five years, subject to continued service through such dates, with the first vesting on January 31, 2021 and a portion of an aggregate initial grant of 81,093 options subject to performance and time-based vesting criteria, where (i) such performance-based conditions (the occurrence of a "Realization Event" as defined in the award agreement) have been satisfied as of the date of grant and (ii) 12,921 options have vested on January 31, 2024 based on time. The remainder of such performance-based options will, subject to the occurrence of a Realization Event, vest on the same schedule noted above. Alternatively, these performance-based options will vest, based solely on time, as follows, subject to continued service through such date: 25,843 options on January 31, 2025, and 25,843 options on January 31, 2026, while preserving the eligibility to vest earlier upon a future Realization Event.

	/s/ Bret T. Jardine	11/20/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.