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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) (7) | $ 41.33 (8) | 11/18/2009 | A | 29,000 (9) | 11/18/2009(10) | 03/30/2017 | Common Stock | 29,000 | (7) | 29,000 | D | ||||
| Employee Stock Option (Right to Buy) (7) | $ 46.14 (8) | 11/18/2009 | A | 58,000 (9) | 11/18/2009(10) | 02/22/2017 | Common Stock | 58,000 | (7) | 58,000 | D | ||||
| Employee Stock Option (Right to Buy) (7) | $ 46.68 (8) | 11/18/2009 | A | 115,999 (9) | 11/18/2009(10) | 09/15/2015 | Common Stock | 115,999 | (7) | 115,999 | D | ||||
| Employee Stock Option (Right to Buy) | $ 19.2 | 12/13/2002(11) | 12/13/2011 | Common Stock | 15,000 | 15,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 19.1 | 07/23/2003(12) | 07/23/2012 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 22.85 | 02/27/2004(13) | 02/27/2013 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 30.56 | 02/26/2005(14) | 02/26/2014 | Common Stock | 20,000 | 20,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 36.55 | 02/28/2006(15) | 02/28/2015 | Common Stock | 30,000 | 30,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 47.49 | 12/08/2006(16) | 12/08/2015 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NALLATHAMBI ANAND K 12395 FIRST AMERICAN WAY POWAY, CA 92064 |
Business Segment President | |||
| /s/ Stacy S. Rentner, Attorney-in-Fact for Anand K. Nallathambi | 11/20/2009 | |
| **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. |
| (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) | Payment of tax liability by delivering securities incident to the vesting of First Advantage Corporation restricted stock units and exchange for common shares of the issuer in the merger. |
| (4) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.21 to $32.99, inclusive. The reporting person undertakes to provide to The First American Corporation, any security holder of The First American Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (5) | Includes 2,123.483 shares acquired in connection with the issuer's Employee Stock Purchase Plan. |
| (6) | Amount shown consists of issuer shares held in the reporting person's First Advantage Corporation 401(k) savings plan account. |
| (7) | 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. |
| (8) | 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. |
| (9) | 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. |
| (10) | Pursuant to the terms of the First Advantage Corporation 2003 Incentive Compensation Plan, the option became fully exercisable immediately prior to the merger. |
| (11) | The option vests in five equal annual increments commencing 12/13/02, the first anniversary of the grant. |
| (12) | The option vests in five equal annual increments commencing 7/23/03, the first anniversary of the grant. |
| (13) | The option vests in five equal annual increments commencing 2/27/04, the first anniversary of the grant. |
| (14) | The option vests in five equal annual increments commencing 2/26/05, the first anniversary of the grant. |
| (15) | The option vests in five equal annual increments commencing 2/28/06, the first anniversary of the grant. |
| (16) | The option vests in five equal annual increments commencing 12/8/06, the first anniversary of the grant. |