First American Financial Corp — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2015-02-27

Reporting Person: Leavell Christopher Michael (COO of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-27	Common Stock	F	3434	$35.03	Disposed	217229	Direct
2015-03-02	Common Stock	F	3090	$35.12	Disposed	214139	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1121.373	Indirect

Footnotes

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

F2: Includes 5,424 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("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.

F3: Includes 26,032 unvested RSUs 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 in three equal annual increments commencing on 6/3/13, the first business day following 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.

F4: Includes 6,063 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.

F5: Includes 7,623 unvested RSUs acquired pursuant to an original grant of 28,441 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/1/13, the first anniversary of the grant made on 2/29/12.

F6: Includes 42,602 unvested RSUs acquired pursuant to an original grant of 54,113 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/4/14, the first anniversary of the grant.

F7: Includes 27,431 unvested RSUs acquired pursuant to an original grant of 35,534 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/27/15, the first anniversary of the grant.

F8: Includes 34,734 unvested RSUs acquired pursuant to a grant vesting in four equal annual increments commencing 2/25/16, the first anniversary of the grant.

F9: Pursuant to a domestic relations agreement, 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.

F10: 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).