First American Financial Corp — Director's Dealing 2012

Apr 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2012-04-02

Reporting Person: GILMORE DENNIS J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-02	Common Stock	F	6323	$16.80	Disposed	730754	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2162.457	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$8.21	2012-07-23	Common Stock (13974)	13974	Direct
Employee Stock Option (Right to Buy)	$9.82	2013-02-27	Common Stock (116452)	116452	Direct
Employee Stock Option (Right to Buy)	$13.13	2014-02-26	Common Stock (116453)	116453	Direct
Employee Stock Option (Right to Buy)	$15.70	2015-02-28	Common Stock (139744)	139744	Direct
Employee Stock Option (Right to Buy)	$20.40	2015-12-08	Common Stock (139744)	139744	Direct

Footnotes

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

F2: Includes 19,619 unvested Restricted Stock Units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 37,878 FAC RSUs, of which 24,424 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.

F3: Includes 39,363 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 39,504 FAC RSUs, of which 32,784 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.

F4: Includes 83,349 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 57,551 FAC RSUs, of which 57,897 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.

F5: Includes 219,138 unvested RSUs acquired pursuant to a grant of performance based RSUs on account of an original grant of 212,765 RSUs 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 RSU Award Agreement filed as Exhibit 10(i) to the issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2010.

F6: Includes 71,325 unvested RSUs acquired pursuant to an original grant of 93,498 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/3/12, the first anniversary of the grant.

F7: Includes 40,647 unvested RSUs acquired pursuant to an original grant of 53,282 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/31/12, the first anniversary of the grant.

F8: Includes 106,959 unvested RSUs acquired pursuant to a grant of RSUs, vesting in four equal increments commencing 2/28/13, the first anniversary of the grant.

F9: 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).

F10: The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 7/23/03, the first anniversary of the grant, has been carried over to the issuer options.

F11: The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 2/27/04, 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 2/26/05, 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 2/28/06, 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 12/8/06, the first anniversary of the grant, has been carried over to the issuer options.