SEC Form 4 · accession 0001127602-15-005094
First American Financial Corp · FAF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Parker S Kennedy
Director
Period of report
Feb 6, 2015
Accepted (ET)
Feb 9, 2015 · 6:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001472787
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 22, 2014 | G | 308 | $0.00 | A | 464,283 | I | By Limited Partnership |
| Common Stock | Dec 22, 2014 | G | 2,463 | $0.00 | D | 461,820 | I | By Limited Partnership |
| Common Stock | Dec 22, 2014 | G | 308 | $0.00 | A | 58,027 | I | By Spouse Via Limited Partnership |
| Common Stock | Feb 6, 2015 | M | 93,162 | $15.70 | A | 254,237 | D | |
| Common StockF3,F4,F5,F6,F7,F8,F9 | Feb 6, 2015 | S | 93,162 | $34.8847 | D | 161,075 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F10 | $15.70 | Feb 6, 2015 | M | 93,162 | D | Feb 28, 2006 | Feb 28, 2015 | Common Stock | 93,162 | 0 | D |
| Employee Stock Option (Right to Buy)F11 | $20.40 | holding | — | — | — | Dec 8, 2006 | Dec 8, 2015 | Common Stock | 93,163 | 93,163 | D |
Explanation of responses
- F1Represents gifts of limited partnership interests.
- F10The 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.
- F11The 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.
- F2The cashless option exercise and sales reported on this Form 4 were executed pursuant to the reporting person's 10b5-1 trading plan described in The First American Corporation's ("FAC") Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2007. The trading plan provides that each option held by the reporting person that is in-the-money after commissions will be exercised automatically on a cashless basis between and including the fifteenth and the first trading day preceding expiration. The options that are the subject of this Form 4 would have expired on 02/28/2015.
- F3The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.50 to $35.16, 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.
- F4Includes 17,424 unvested Restricted Stock Units ("RSUs") acquired in a pro rata distribution by 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.
- F5Includes 4,569 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.
- F6Includes 2,939 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.
- F7Includes 1,467 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.
- F8Includes 1,791 unvested RSUs acquired pursuant to an original grant of 2,571 RSUs, and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 3/20/14, the first anniversary of the grant.
- F9Includes 3,170 unvested RSUs acquired pursuant to an original grant of 3,095 RSUs, and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 3/20/15, the first anniversary of the grant.