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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FIRST ADVANTAGE CORP [ FA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/15/2023 | S(1) | 169,510 | D | $14.2897(5) | 153,329 | I | Held through Silver Lake Group, L.L.C.(1)(2) | ||
Common Stock | 09/15/2023 | J(6) | 153,329 | D | $0.00(6) | 0 | I | Held through Silver Lake Group, L.L.C.(1)(2) | ||
Common Stock | 89,557,840 | I | Held through SLP Fastball Aggregator, L.P.(2) | |||||||
Common Stock | 90,373 | D(3) | ||||||||
Common Stock | 25,563 | I | See footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These securities are directly owned by Silver Lake Group, L.L.C. ("SLG"). Such securities were received in a prior in-kind distribution from certain affiliates of SLG. The sale described herein is being made solely by SLG. Investment funds affiliated with SLG which hold securities of the Issuer are not selling any securities of the Issuer at this time. |
2. Represents securities held by SLP Fastball Aggregator, L.P. ("SLP Fastball"). SLP V Aggregator GP, L.L.C. ("SLP V GP") is the general partner of SLP Fastball. Silver Lake Technology Associates V, L.P. ("SLTA V") is the managing member of SLP V GP. SLTA V (GP), L.L.C. ("SLTA V GP") is the general partner of SLTA V. SLG is the managing member of SLTA V GP. Mr. Joseph Osnoss serves as a member of the board of directors of the Issuer and is a Managing Member of SLG. Each of SLP Fastball, SLP V GP, SLTA V, SLTA V GP and SLG may be deemed to be a director by deputization of the Issuer. |
3. Represents shares of Common Stock held by Mr. Joseph Osnoss. |
4. Represents shares of Common Stock beneficially owned indirectly by Mr. Osnoss through a trust for the benefit of certain family members. |
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.14 to $14.6645, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnotes to this Form 4. |
6. Represents a distribution by SLG of shares of Common Stock to certain of its members as an in-kind distribution. Investment funds affiliated with SLG which hold securities of the Issuer are not distributing any securities of the Issuer at this time. |
Remarks: |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any. |
By: /s/ Andrew J. Schader, Managing Director and General Counsel of Silver Lake Group, L.L.C. | 09/15/2023 | |
/s/ Joseph Osnoss | 09/15/2023 | |
** 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). | ||
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. |