First American Financial Corp — Director's Dealing 2013

Mar 23, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2013-03-20

Reporting Person: KENNEDY PARKER S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-20	Common Stock	A	2571	—	Acquired	157685	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	465584	Indirect
Common Stock	57397	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 33,307 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.

F2: Includes 8,725 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.

F3: Includes 8,371 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.

F4: Includes 2,798 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.

F5: Includes 2,571 unvested RSUs, acquired pursuant to a grant vesting in three equal annual increments commencing 3/20/2014, the first anniversary of the grant.

F6: 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.

F7: 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.

F8: 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.