First American Financial Corp — Director's Dealing 2017

Mar 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2017-02-27

Reporting Person: Leavell Christopher Michael (COO of Subsidiary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Common Stock	F	5049	$39.21	Disposed	249847	Direct
2017-02-27	Common Stock	F	4801	$39.21	Disposed	245046	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1137.281	Indirect

Footnotes

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

F2: Includes 15,082 unvested Restricted Stock Units ("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.

F3: Includes 9,728 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.

F4: Includes 18,429 unvested RSUs acquired pursuant to an original grant of 34,734 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/25/16, the first anniversary of the grant.

F5: Includes 40,294 unvested RSUs acquired pursuant to an original grant of 52,067 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/23/17, the first anniversary of the grant.

F6: Includes 46,131 unvested RSUs acquired pursuant to a grant vesting in four equal annual increments commencing 2/22/18, the first anniversary of the grant.

F7: Pursuant to a domestic relations agreement, a portion of the reporting person's shares 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.

F8: 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).