Silver Lake Group, L.L.C.'s Form 4 filing
First Advantage CorpFA · filed Nov 17, 2021
- Accession no.
- 0000899243-21-045104
- Filed
- Nov 17, 2021, 6:16 PM ET
- Trade date
- Nov 15-17, 2021
- Filing delay
- 2 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
This filing lists 6 non-derivative transactions. Open-market sales total $307.5M. It was filed 2 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Silver Lake Group, L.L.C.CIK 0001418226 | Director, 10% Owner |
| Osnoss JosephCIK 0001603955 | Director |
| Slta V (GP), L.L.C.CIK 0001737652 | Director, 10% Owner |
| Silver Lake Technology Associates V, L.P.CIK 0001737657 | Director, 10% Owner |
| SLP V Aggregator GP, L.L.C.CIK 0001811441 | Director, 10% Owner |
| SLP Fastball Aggregator, L.P.CIK 0001866145 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 15, 2021 | Common Stock | SSaleDisposed | −15,786,333 | $19.30F1 | −$304,676,226.9 | 94,947,680 | Indirect | |
| Nov 15, 2021 | Common Stock | JOtherDisposed | −5,389,840 | $0.00F3 | $0 | 89,557,840 | Indirect | |
| Nov 16, 2021 | Common Stock | SSaleDisposed | −54,134 | $19.34F9 | −$1,046,951.56 | 75,329 | Indirect | |
| Nov 16, 2021 | Common Stock | SSaleDisposed | −5,991 | $19.34F9 | −$115,865.94 | 8,337 | Indirect | |
| Nov 17, 2021 | Common Stock | SSaleDisposed | −75,329 | $19.48F10 | −$1,467,408.92 | 0 | Indirect | |
| Nov 17, 2021 | Common Stock | SSaleDisposed | −8,337 | $19.48F10 | −$162,404.76 | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
This amount represents the $20.00 secondary public offering price per share of common stock of First Advantage Corporation (the "Issuer"), less the underwriting discount of $0.70 per share for shares sold pursuant to a registered public offering.
Referenced by the price of 1 transaction in Table I.
- F3
SLP Fastball and certain of its affiliates distributed shares of Common Stock to their respective partners and members as in-kind distributions. The receipt of shares of Common Stock by each of the Reporting Persons was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act.
Referenced by the price of 1 transaction in Table I.
- F9
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.175 to $19.64, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.
Referenced by the price of 2 transactions in Table I.
- F10
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.12 to $19.75, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.
Referenced by the price of 2 transactions in Table I.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. This filing shall not be deemed an admission that the Reporting Persons are beneficial owners of all securities covered by this filing for purposes of Section 16 of the Exchange Act or otherwise, and each Reporting Person disclaims beneficial ownership of these securities, except to the extent of such Reporting Person's pecuniary interest therein, if any.