Form 4 for FA FIRST ADVANTAGE CORP
Accepted 2023-05-12 00:00:00 ET · period of report 2023-05-10 · accession 0001127602-23-015449 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-05-12 | 2023-05-11 | FA | Smith Joelle M | See Remarks | F - Tax | $12.62 | -6,847 | 34.7K | -16% | -$86.4K |
| D | 2023-05-12 | 2023-05-11 | FA | Smith Joelle M | See Remarks | M - OptEx | — | +24.9K | 41.5K | +150% | — |
| D | 2023-05-12 | 2023-05-11 | FA | Smith Joelle M | See Remarks | M - OptEx | $0.00 | -24.9K | 74.7K | -25% | $0 |
| DM | 2023-05-12 | 2023-05-10 | FA | Smith Joelle M | See Remarks | A - Grant | $0.00 | +105.5K | 243.3K | +77% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-05-11 | F | D | 6,847 | $12.62 | 34,669 | D | — | — | |
| 2 | Common | Common Stock | 2023-05-11 | M | A | 24,905 | — | 41,516 | D | — | — | (F1) 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). |
| 3 | Derivative | Restricted Stock Units | 2023-05-11 | M | D | 24,905 | $0.00 | 74,715 | D | — · — to — | 24,905 Common Stock | (F1) 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). (F7) 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. |
| 4 | Derivative | Stock Options (Right to Buy) | 2023-05-10 | A | A | 8,590 | $0.00 | 21,562 | D | $6.61 · — to 2030-08-24 | 8,590 Common Stock | (F5) 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. (F6) 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. |
| 5 | Derivative | Stock Options (Right to Buy) | 2023-05-10 | A | A | 96,911 | $0.00 | 243,280 | D | $6.61 · — to 2030-01-31 | 96,911 Common Stock | (F3) 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. (F4) 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. |