First American Financial Corp — Director's Dealing 2012

Mar 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Seaton Mark Edward (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-05	Common Stock	F	291	$15.94	Disposed	12916	Direct

Footnotes

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

F2: Includes 93 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 197 FAC RSUs, of which 79 were unvested at the time of the distribution. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 03/30/08, the first anniversary of the grant, has been carried over to the issuer RSUs.

F3: Includes 689 RSUs acquired in a pro rata distribution by FAC on account of an original grant of 719 FAC RSUs, of which 436 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 03/20/09, the first anniversary of the grant, has been carried over to the issuer RSUs.

F4: Includes 537 RSUs acquired in a pro rata distribution by FAC on account of an original grant of 381 FAC RSUs, of which 305 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 03/20/10, the first anniversary of the grant, has been carried over to the issuer RSUs.

F5: Includes 540 RSUs acquired in a pro rata distribution by FAC on account of an original grant of 287 FAC RSUs, all of which 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 03/22/11, the first anniversary of the grant, has been carried over to the issuer RSUs.

F6: Includes 2,390 shares acquired pursuant to an original grant of 3,130 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal increments commencing 3/3/12, the first anniversary of the grant.

F7: Includes 6,477 shares acquired pursuant to a grant of RSUs, vesting in four equal increments commencing 2/28/13, the first anniversary of the grant.