First American Financial Corp — Director's Dealing 2011

Mar 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2011-03-03

Reporting Person: DEGIORGIO KENNETH D (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-03	Common Stock	A	28594	—	Acquired	237731	Direct
2011-03-03	Common Stock	F	3414	$15.97	Disposed	234317	Direct
2011-03-04	Common Stock	F	4845	$15.93	Disposed	229472	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	116.249	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$11.32	2013-03-12	Common Stock (10480)	10480	Direct
Employee Stock Option (Right to Buy)	$11.32	2013-04-01	Common Stock (10480)	10480	Direct
Employee Stock Option (Right to Buy)	$20.40	2015-12-08	Common Stock (46581)	46581	Direct
Employee Stock Option (Right to Buy)	$16.02	2013-06-04	Common Stock (67540)	67540	Direct
Employee Stock Option (Right to Buy)	$13.63	2013-12-22	Common Stock (33771)	33771	Direct

Footnotes

F1: Payment of tax liability by withholding securities incident to the vesting of restricted stock units.

F2: Includes 8,250 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 7,972 FAC RSUs, of which 3,500 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 3/5/08, the first anniversary of the grant, has been carried over to the issuer RSUs.

F3: Includes 12,338 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 12,121 FAC RSUs, of which 7,819 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 3/4/09, the first anniversary of the grant, has been carried over to the issuer RSUs.

F4: Includes 19,610 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 13,346 FAC RSUs, of which 11,077 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 3/4/10, the first anniversary of the grant, has been carried over to the issuer RSUs.

F5: Includes 37,241 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 19,620 FAC RSUs, of which 19,737 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 3/3/11, the first anniversary of the grant, has been carried over to the issuer RSUs.

F6: Includes 100,544 shares acquired pursuant to an original grant of 99,290 performance based restricted stock units and shares acquired through automatic dividend reinvestment, which vest (if the performance criteria have been met) in three equal annual increments commencing on 6/1/13, the third anniversary of the grant, pursuant to the Form of Restricted Stock Unit Award Agreement filed as Exhibit 10(i) to the issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2010.

F7: The number of RSUs acquired in the distribution is equal to the number of unvested FAC RSUs held by the reporting person at the time of the distribution multiplied by $32.84/$14.10, which represents the last FAC trading price divided by the when-issued trading price of the issuer on June 1, 2010.

F8: Amount shown consists of shares contributed by issuer as company match, shares purchased for the reporting person's 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).

F9: Option acquired in a pro rata distribution by FAC.

F10: The exercise price is equal to the exercise price of the FAC option held by the reporting person multiplied by $14.10/$32.84, which represents the when-issued trading price of the issuer on June 1, 2010 divided by the last FAC trading price.

F11: The number of options acquired is equal to the number of FAC options held by the reporting person multiplied by $32.84/$14.10, which represents the last FAC trading price divided by the when-issued trading price of the issuer on June 1, 2010.

F12: The vesting schedule of the FAC option, vesting in five equal annual increments commencing 3/12/04, the first anniversary of the grant, has been carried over to the issuer options.

F13: The vesting schedule of the FAC option, vesting in five equal annual increments commencing 4/1/04, the first anniversary of the grant, has been carried over to the issuer options.

F14: The vesting schedule of the FAC option, vesting in five equal annual increments commencing 12/8/06, the first anniversary of the grant, has been carried over to the issuer options.

F15: The vesting schedule of the FAC option, which vested on 11/18/09, has been carried over to the issuer options.