First American Financial Corp — Director's Dealing 2012

Mar 23, 2012

SEC Form 4/A — Form 4/A

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2012-03-05

Reporting Person: Leavell Christopher Michael (COO of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	F	2563	$15.94	Disposed	177096	Direct

Footnotes

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

F2: Previously, the reporting person chose to exclude 16,511 unvested restricted stock units ("RSUs") and shares held incident to the vesting of RSUs that are required to be transferred to the reporting person's ex-wife upon vesting pursuant to a domestic relations order. In order to simplify reporting, the reporting person has decided instead to include such shares until they are actually transferred to his ex-wife. Under this new reporting methodology, the number of reported shares disposed pursuant to the payment of tax liabilities by withholding securities incident to the vesting of RSUs (which was overstated under the prior methodology in the Form 4 filed March 7, 2012) is correct.

F3: Includes 687 RSUs acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 1,242 FAC RSUs, of which 550 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 3/30/08, the first anniversary of the grant, has been carried over to the issuer RSUs.

F4: Includes 7,109 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 13,636 FAC RSUs, of which 8,793 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.

F5: Includes 18,243 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 12,209 FAC RSUs, of which 10,133 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 3/20/10, the first anniversary of the grant, has been carried over to the issuer RSUs.

F6: Includes 20,204 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 10,464 FAC RSUs, of which 10,527 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 3/22/11, the first anniversary of the grant, has been carried over to the issuer RSUs.

F7: Includes 73,042 shares acquired pursuant to a grant of performance based RSUs on account of an original grant of 70,921 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.

F8: Includes 22,654 unvested RSUs acquired pursuant to an original grant of 22,274 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/21/12, the first anniversary of the grant.

F9: Includes 28,441 shares acquired pursuant to a grant of RSUs, vesting in four equal increments commencing 2/28/13, the first anniversary of the grant.

F10: Pursuant to a domestic relations order, a portion of the reporting person's shares, options and certain RSUs are held by the reporting person for the benefit of his ex-wife, who will receive either shares or the cash proceeds generated from the sale of applicable shares, after any applicable vesting and/or exercise.