First American Financial Corp — Director's Dealing 2012

Nov 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2012-11-23

Reporting Person: DEGIORGIO KENNETH D (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-23	Common Stock	M	10480	$11.32	Acquired	304197	Direct
2012-11-23	Common Stock	M	7500	$11.32	Acquired	311697	Direct
2012-11-23	Common Stock	M	41323	$20.40	Acquired	353020	Direct
2012-11-23	Common Stock	M	9922	$16.02	Acquired	362942	Direct
2012-11-23	Common Stock	M	33771	$13.63	Acquired	396713	Direct
2012-11-23	Common Stock	S	102996	$23.50	Disposed	293717	Direct
2012-11-27	Common Stock	M	2980	$11.32	Acquired	296697	Direct
2012-11-27	Common Stock	M	5258	$20.40	Acquired	301955	Direct
2012-11-27	Common Stock	M	57618	$16.02	Acquired	359573	Direct
2012-11-27	Common Stock	S	65856	$23.50	Disposed	293717	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-23	Employee Stock Option (Right to Buy)	$11.32	M	10480	Disposed	2013-03-12	Common Stock (10480)	Direct
2012-11-23	Employee Stock Option (Right to Buy)	$11.32	M	7500	Disposed	2013-04-01	Common Stock (7500)	Direct
2012-11-23	Employee Stock Option (Right to Buy)	$20.40	M	41323	Disposed	2015-12-08	Common Stock (41323)	Direct
2012-11-23	Employee Stock Option (Right to Buy)	$16.02	M	9922	Disposed	2013-06-04	Common Stock (9922)	Direct
2012-11-23	Employee Stock Option (Right to Buy)	$13.63	M	33771	Disposed	2013-12-22	Common Stock (33771)	Direct
2012-11-27	Employee Stock Option (Right to Buy)	$11.32	M	2980	Disposed	2013-04-01	Common Stock (2980)	Direct
2012-11-27	Employee Stock Option (Right to Buy)	$20.40	M	5258	Disposed	2015-12-08	Common Stock (5258)	Direct
2012-11-27	Employee Stock Option (Right to Buy)	$16.02	M	57618	Disposed	2013-06-04	Common Stock (57618)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	119.724	Indirect

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 to $23.51, inclusive. The reporting person undertakes 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 ranges set forth in this footnote.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 to $23.60, inclusive. The reporting person undertakes 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 ranges set forth in this footnote.

F3: Includes 6,411 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("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 13,492 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 28,778 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 29,454 unvested RSUs acquired pursuant to an original grant of 28,594 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal increments commencing 3/3/12, the first anniversary of the grant. However, receipt of vested RSUs has been deferred five years, in each vesting instance.

F7: Includes 22,107 unvested RSUs acquired pursuant to an original grant of 21,464 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal increments commencing 3/31/12, the first anniversary of the grant. However, receipt of vested RSUs has been deferred five years, in each vesting instance.

F8: Includes 48,039 unvested RSUs acquired pursuant to an original grant of 47,434 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal increments commencing 2/28/13, the first anniversary of the grant.

F9: Includes 103,573 unvested RSUs acquired pursuant to an original grant of 99,290 performance based restricted stock units and shares acquired through automatic dividend reinvestment, which vest 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.

F10: 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).

F11: 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.

F12: 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.

F13: 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.

F14: The vesting schedule of the FAC option, which fully vested on 11/18/09, has been carried over to the issuer options.