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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FIRST AMERICAN CORP 1 FIRST AMERICAN WAY SANTA ANA, CA 92707-5913 |
X |
/s/ Kenneth D. DeGiorgio, Senior Vice President, General Counsel | 11/18/2009 | |
**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) | Acquisition of shares of Class A common stock ("Class A Shares") by The First American Corporation ("First American") pursuant to a subsequent offering period for its previously announced exchange offer (the "Exchange Offer"). The subsequent offering period expired on November 17, 2009. Also includes Class A Shares acquired as a result of fulfillment of guaranteed deliveries of Class A Shares tendered during the initial offering period for the Exchange Offer. |
(2) | The consideration offered by First American in the Exchange Offer, and the merger described in Note 3, 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 or the merger, as applicable. |
(3) | All of the Class A Shares were canceled in the merger of Algonquin Corp., a Delaware corporation and wholly-owned subsidiary of First American, with and into First Advantage Corporation on November 18, 2009. |