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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) (5) | $ 31.73 (6) | 11/18/2009 | A | 14,500 (7) | 11/18/2009(8) | 12/22/2013 | Common Stock | 14,500 | (5) | 14,500 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 37.29 (6) | 11/18/2009 | A | 28,999 (7) | 11/18/2009(8) | 06/04/2013 | Common Stock | 28,999 | (5) | 28,999 | D | ||||
Employee Stock Option (Right to Buy) | $ 26.35 | 03/12/2004(9) | 03/12/2013 | Common Stock | 4,500 | 4,500 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 26.35 | 04/01/2004(10) | 04/01/2013 | Common Stock | 4,500 | 4,500 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 47.49 | 12/08/2006(11) | 12/08/2015 | Common Stock | 20,000 | 20,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DEGIORGIO KENNETH D 1 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
Senior Vice President |
/s/ Stacy S. Rentner, Attorney-in-Fact for Kenneth D. DeGiorgio | 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) | Includes 13,660 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 13,346 restricted stock units, vesting in five equal annual increments commencing 3/4/10, the first anniversary of the grant. |
(2) | Includes 10,281 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 12,121 restricted stock units, vesting in five equal annual increments commencing 3/4/09, the first anniversary of the grant. |
(3) | Includes 5,168 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 7,972 restricted stock units, vesting in five equal annual increments commencing 3/5/08, the first anniversary of the grant. |
(4) | Amount shown consists of shares contributed by issuer as company match, shares purchased for my account and shares acquired through automatic reinvestment of dividends paid as reported in most recent account statement in transactions exempt under rules 16a-3(f)(1)(i)(B) and 16b-3(c). |
(5) | Stock option received in exchange for an option to acquire Class A common stock of First Advantage Corporation in connection with the merger of a wholly owned subsidiary of the issuer into First Advantage Corporation on November 18, 2009. |
(6) | The exercise price is equal to the exercise price of the assumed option to acquire Class A common stock of First Advantage Corporation, divided by the exchange ratio 0.58. |
(7) | Stock options to acquire Class A common stock of First Advantage Corporation were assumed by the issuer and converted into options to acquire shares of the issuer using a ratio of 0.58 of a common share of the issuer per share of Class A common stock of First Advantage Corporation. |
(8) | Pursuant to the terms of the First Advantage Corporation 2003 Incentive Compensation Plan, the option became fully exercisable immediately prior to the merger. |
(9) | The option vests in five equal annual increments commencing 3/12/04, the first anniversary of the grant. |
(10) | The option vests in five equal annual increments commencing 4/1/04, the first anniversary of the grant. |
(11) | The option vests in five equal annual increments commencing 12/8/06, the first anniversary of the grant. |