UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 22, 2021 |
First Advantage Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-31666 | 84-3884690 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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1 Concourse Parkway NE Suite 200 | |
Atlanta, Georgia | | 30328 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 888 314-9761 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Common Stock, $0.001 par value per share | | FA | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 22, 2021, the Board of Directors of First Advantage Corporation (the “Company”) approved a grant of 50,000 Restricted Stock Units (“RSUs”) to Mr. Joseph Jaeger in connection with his service to the Company as President, Americas. The RSUs were granted pursuant to the First Advantage 2021 Omnibus Incentive Plan.
50% of the RSUs are subject to time-based vesting based on continued service through the applicable vesting dates. The time-based awards vest in equal annual installments over five years, with the first 20% vesting on June 23, 2022, one year after the first day of trading of the Company’s Common Stock on the Nasdaq Global Select Market after the pricing of the Company’s initial public offering (“IPO”). The remaining 50% of the RSUs are subject to both the above-described time-based vesting criteria as well as performance-based vesting criteria that are consistent with the performance-based criteria applicable to option and restricted stock awards granted prior to, and in connection with, the IPO. 20.33% of the performance-based RSUs have satisfied the performance-based vesting criteria as of the date of grant.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | FIRST ADVANTAGE CORPORATION |
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Date: | December 29, 2021 | By: | /s/ David L. Gamsey |
| | | David L. Gamsey
Executive Vice President & Chief Financial Officer |
