- Statement of Changes in Beneficial Ownership (4)
14 11월 2009 - 10:37AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
FIRST AMERICAN CORP
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2. Issuer Name
and
Ticker or Trading Symbol
FIRST ADVANTAGE CORP
[
FADV
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1 FIRST AMERICAN WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/10/2009
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(Street)
SANTA ANA, CA 92707-5913
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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11/10/2009
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P
(1)
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13042060
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A
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(2)
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13045446
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D
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Class A Common Stock
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11/11/2009
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P
(3)
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150452
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A
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(2)
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13195898
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D
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Class A Common Stock
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11/12/2009
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P
(3)
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298866
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A
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(2)
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13494764
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D
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Class A Common Stock
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11/13/2009
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P
(3)
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131145
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A
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(2)
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13625909
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Acquisition of shares of Class A common stock ("Class A Shares") by The First American Corporation ("First American") pursuant to the previously announced registered exchange offer for the Class A Shares commenced by First American on October 9, 2009 (the "Exchange Offer"), which expired on November 10, 2009.
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(
2)
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The consideration offered by First American in the Exchange Offer was 0.58 of a First American common share for each Class A Share, plus cash in lieu of any fractional share otherwise issuable to a holder of Class A Shares after aggregating all First American common shares such holder was entitled to receive in the Exchange Offer.
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(
3)
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Acquisition of Class A Shares by First American pursuant to a subsequent offering period for the Exchange Offer, which expires on November 17, 2009, and as a result of fulfillment of guaranteed deliveries of shares tendered during the initial offering period for the Exchange Offer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FIRST AMERICAN CORP
1 FIRST AMERICAN WAY
SANTA ANA, CA 92707-5913
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X
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Signatures
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/s/ Parker S. Kennedy, Chief Executive Officer and Chairman of the Board
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11/13/2009
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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First Advantage Corp CL A (MM) (NASDAQ:FADV)
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