First American Financial Corp — Director's Dealing 2017

Feb 25, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: First American Financial Corp (FAF)
CIK: 0001472787
Period of Report: 2017-02-22

Reporting Person: GILMORE DENNIS J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-22	Common Stock	A	110278	—	Acquired	772295	Direct
2017-02-23	Common Stock	S	100000	$39.785	Disposed	672295	Direct
2017-02-23	Common Stock	F	17904	$39.79	Disposed	654391	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2343.023	Indirect

Footnotes

F1: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.62 to $39.98, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: Payment of tax liability by withholding securities incident to the vesting of restricted stock units.

F3: Includes 33,186 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 119,126 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/4/14, the first anniversary of the grant.

F4: Includes 42,784 unvested RSUs acquired pursuant to an original grant of 78,380 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/27/15, the first anniversary of the grant.

F5: Includes 57,803 unvested RSUs acquired pursuant to an original grant of 72,665 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/25/16, the first anniversary of the grant.

F6: Includes 99,697 unvested RSUs acquired pursuant to an original grant of 128,819 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/23/17, the first anniversary of the grant.

F7: Includes 110,278 unvested RSUs acquired pursuant to a grant vesting in four equal annual increments commencing 2/22/18, the first anniversary of the grant.

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).