First American Financial Corp — Director's Dealing 2012

Aug 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2012-08-06

Reporting Person: KENNEDY PARKER S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-06	Common Stock	S	29200	$18.30	Disposed	170800	Indirect
2012-08-07	Common Stock	S	93743	$18.55	Disposed	77057	Indirect
2012-08-08	Common Stock	S	38624	$18.54	Disposed	38433	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	165282	Direct
Common Stock	1521239	Indirect
Common Stock	461878	Indirect
Common Stock	57638	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$9.82	2013-02-27	Common Stock (93163)	93163	Direct
Employee Stock Option (Right to Buy)	$13.13	2014-02-26	Common Stock (93162)	93162	Direct
Employee Stock Option (Right to Buy)	$15.70	2015-02-28	Common Stock (93162)	93162	Direct
Employee Stock Option (Right to Buy)	$20.40	2015-12-08	Common Stock (93163)	93163	Direct

Footnotes

F1: Sold to cover costs and obligations of the trust.

F2: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.18 to $18.43, 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: 200,000 shares previously owned by the D.P. Kennedy Administrative Trust via LP were transferred out of the limited partnership to the D.P. Kennedy Administrative Trust.

F4: Prior to the passing of the reporting person's father, this trust was known as the D&D Kennedy Revocable Trust. The reporting person serves as the trustee of the trust, but disclaims beneficial ownership of all First American Financial Corporation common stock held by the trust except to the extent of his pecuniary interest, if any, therein.

F5: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.18 to $18.66, 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.

F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.42 to $18.73, 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.

F7: Includes 49,288 unvested Resticted Stock Units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on June 1, 2010 on account of an original grant of 67,444 FAC RSUs, and shares acquired through automatic dividend reinvestment, of which 67,850 were unvested at the time of the distribution, half of which were converted into issuer RSUs. 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.

F8: Includes 12,907 unvested RSUs acquired pursuant to an original grant of 16,761 RSUs, and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/3/12, the first anniversary of the grant.

F9: Includes 8,263 unvested RSUs acquired pursuant to an original grant of 10,732 RSUs, and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/31/12, the first anniversary of the grant.

F10: Includes 4,140 unvested RSUs, acquired pursuant to an original grant of 4,102 RSUs, and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 3/20/13, the first anniversary of the grant.

F11: The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 02/27/04, the first anniversary of the grant, has been carried over to the issuer options.

F12: The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 02/26/05, the first anniversary of the grant, has been carried over to the issuer options.

F13: The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 02/28/06, the first anniversary of the grant, has been carried over to the issuer options.

F14: The vesting schedule of the original 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.