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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 39.16 | 03/31/2007(8) | 03/31/2016 | Common Stock | 300,000 | 300,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
McMahon Frank Vincent 4 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
CEO-Information Solutions Grp. |
/s/ Stacy S. Rentner, Attorney-in-Fact for Frank Vincent McMahon | 11/19/2009 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Shares of the issuer received in exchange for Class A common stock of First Advantage Corporation pursuant to accelerated vesting of restricted stock units in connection with the merger of a wholly owned subsidiary of the issuer into First Advantage Corporation on November 18, 2009. The reporting person has remitted to the issuer the after-tax benefit of such First Advantage Corporation restricted stock units. |
(2) | The consideration received in the merger was 0.58 of a common share of the issuer for each share of Class A common stock of First Advantage Corporation, plus cash in lieu of any fractional share. |
(3) | Includes 32,751 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 31,994 restricted stock units vesting in five equal annual increments commencing 3/4/10, the first anniversary of the grant. |
(4) | Includes 34,056 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 40,151 restricted stock units vesting in five equal annual increments commencing 3/4/09, the first anniversary of the grant. |
(5) | Includes 21,467 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 33,046 restricted stock units vesting in five equal annual increments commencing 3/5/08, the first anniversary of the grant. |
(6) | Includes 14,699 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 33,334 restricted stock units vesting in five equal annual increments commencing 3/31/07, the first anniversary of the grant. |
(7) | Includes 2,636.456 shares acquired in connection with the issuer's Employee Stock Purchase Plan. |
(8) | The option vests in five equal annual increments commencing 3/31/07, the first anniversary of the grant. |