First American Financial Corp — Director's Dealing 2012

Nov 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2012-11-05

Reporting Person: VALDES MAX O (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-05	Common Stock	M	46575	$20.40	Acquired	124529	Direct
2012-11-05	Common Stock	S	46575	$23.09	Disposed	77954	Direct
2012-11-06	Common Stock	M	6	$20.40	Acquired	77960	Direct
2012-11-06	Common Stock	S	6	$23.09	Disposed	77954	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-05	Employee Stock Option (Right to Buy)	$20.40	M	46575	Disposed	2015-12-08	Common Stock (46575)	Direct
2012-11-06	Employee Stock Option (Right to Buy)	$20.40	M	6	Disposed	2015-12-08	Common Stock (6)	Direct

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.00 to $23.26, 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: Includes 4,284 unvested Restricted Stock Units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 8,030 FAC RSUs, of which 5,184 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 03/04/09, the first anniversary of the grant, has been carried over to the issuer RSUs.

F3: Includes 10,589 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 9,372 FAC RSUs on 03/04/09 and a grant of 1,084 FAC RSUs on 06/22/09, of which 8,672 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment. The vesting schedule of each of the FAC RSUs, vesting in five equal annual increments commencing 03/04/10, the first anniversary of the grant, has been carried over to the issuer RSUs.

F4: Includes 17,680 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 12,051 FAC RSUs, of which 12,123 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 03/03/11, the first anniversary of the grant, has been carried over to the issuer RSUs.

F5: Includes 15,478 unvested RSUs acquired pursuant to an original grant of 20,032 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal increments commencing 3/3/12, the first anniversary of the grant.

F6: Includes 8,193 unvested RSUs acquired pursuant to an original grant of 10,606 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal increments commencing 3/31/12, the first anniversary of the grant.

F7: Includes 21,730 unvested RSUs acquired pursuant to an original grant of 21,458 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal increments commencing 2/28/13, the first anniversary of the grant.

F8: The vesting schedule of the FAC option, vesting in five equal annual increments commencing 12/08/06, the first anniversary of the grant, has been carried over to the issuer options.