First American Financial Corp — Director's Dealing 2012

Aug 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2011-06-28

Reporting Person: KENNEDY PARKER S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-28	Common Stock	J	1732879	—	Acquired	1732879	Indirect
2011-12-19	Common Stock	G	11640	—	Disposed	1721239	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	165282	Direct
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: On June 28, 2011, the reporting person became the trustee of the D&D Kennedy Revocable Trust, a trust established by the reporting person's parents for estate planning purposes. The reporting person reports beneficial ownership of all First American Financial Corporation common stock held by or for the trust, but disclaims beneficial ownership except to the extent of his pecuniary interest, if any, therein.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: Since the date of the reporting person's last report, 12,359 shares previously owned through his First American 401(k) plan were withdrawn and are now owned directly.

F7: 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.

F8: 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.

F9: 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.

F10: 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.