SEC Form 4 · accession 0001127602-17-030731
Fidelity National Financial, Inc. · FNF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William P Foley II
Director
Period of report
Oct 30, 2017
Accepted (ET)
Nov 1, 2017 · 3:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001331875
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| FNF Group Common StockF1,F2 | Oct 30, 2017 | A | 18,843 | $0.00 | A | 3,373,663 | D | |
| FNF Group Common Stock | holding | — | — | — | 708,106 | I | Foley Family Charitable Foundation | |
| FNF Group Common Stock | holding | — | — | — | 53,608 | I | 401(k) account | |
| FNF Group Common Stock | holding | — | — | — | 2,245,122 | I | Folco Development Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| FNF Group Stock Option (right to purchase)F4,F3 | $25.53 | holding | — | — | — | — | Oct 29, 2022 | FNF Group Common Stock | 600,546 | 600,546 | D |
| FNF Group Stock Option (right To Purchase)F4,F5 | $21.84 | holding | — | — | — | — | Nov 3, 2021 | FNF Group Common Stock | 232,640 | 232,640 | D |
| FNF Group Stock Option (right To Purchase)F4 | $14.38 | holding | — | — | — | Nov 8, 2013 | Nov 8, 2019 | FNF Group Common Stock | 285,371 | 285,371 | D |
| FNF Group Stock Option (right To Purchase)F4,F6 | $17.76 | holding | — | — | — | — | Nov 21, 2020 | FNF Group Common Stock | 1,394,385 | 1,394,385 | D |
Explanation of responses
- F1Grant of restricted common stock vesting in three equal annual installments beginning October 30, 2018, subject to the achievement of performance criteria specified in the reporting person's award agreement.
- F2As a result of an anti-dilution adjustment made in connection with the spinoff of Black Knight Financial Services, Inc. from the registrant, the number of shares subject to each outstanding FNF Group restricted stock award was increased to include an additional number of restricted shares of FNF Group common stock with an initial value equal to the value of Black Knight, Inc. common stock the holder would have otherwise received. The number of additional shares of FNF Group common stock was determined using the volume weighted average prices of FNF Group common stock and Black Knight, Inc. common stock over the three trading days immediately following the spin-off. Restricted stock awards were rounded down to the nearest share and cash was issued in lieu of fractional restricted shares.
- F3The options vest in three equal annual installments beginning October 29, 2016.
- F4As a result of an anti-dilution adjustment made in connection with the spinoff of Black Knight Financial Services, Inc. from the registrant, the number of shares and exercise prices of each outstanding FNF Group stock option award were adjusted to preserve the award's pre-spinoff intrinsic value using (i) the volume weighted average price of FNF Group common stock over the three trading days immediately preceding the spinoff, and (ii) the volume weighted average price of FNF Group common stock over the three days immediately following the spinoff. Stock options were rounded down to the nearest share and up to the nearest penny, and cash was issued in lieu of options to purchase fractional shares.
- F5The options vest in three equal annual installments beginning November 3, 2015 .
- F6The options vested in three equal annual installments beginning November 21, 2014.