First American Financial Corp — Director's Dealing 2012

Jan 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2011-12-19

Reporting Person: KENNEDY PARKER S (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-19	Common Stock	G	970	—	Acquired	57638	Indirect
2011-12-19	Common Stock	G	970	—	Acquired	464503	Indirect
2011-12-19	Common Stock	G	2625	—	Disposed	461878	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	160144	Direct
Common Stock	12247.397	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: Includes 11,892 unvested restricted 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 45,373 FAC RSUs, of which 19,929 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment, half of which were converted into issuer RSUs. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 03/05/08, the first anniversary of the grant, has been carried over to the issuer RSUs.

F2: Includes 64,807 unvested RSUs acquired in a pro rata distribution by FAC on June 1, 2010 on account of an original grant of 67,444 FAC RSUs, of which 67,850 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment, half of which were converted into issuer RSUs. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 03/03/11, the first anniversary of the grant, has been carried over to the issuer RSUs.

F3: Includes 16,970 shares 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 10,865 shares acquired pursuant to an original grant of 10,762 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: 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).

F6: 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.

F7: 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.

F8: 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.

F9: 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.