SEC Form 4 · accession 0001127602-15-005289

First American Financial Corp · FAF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dennis J Gilmore

Officer — Chief Executive Officer · Director

Period of report

Feb 9, 2015

Accepted (ET)

Feb 10, 2015 · 4:43 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^F1	Feb 9, 2015	M	139,744	$15.70	A	922,588	D
Common Stock^{F1,F2,F3,F4,F5,F6,F7,F8,F9}	Feb 9, 2015	S	139,744	$34.39	D	782,844	D
Common Stock^F10	holding	—	—		—	2,310	I	By 401(k) Plan Trust

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)^F1,F11	$15.70	Feb 9, 2015	M	139,744	D	Feb 28, 2006	Feb 28, 2015	Common Stock	139,744	0	D
Employee Stock Option (Right to Buy)^F12	$20.40	holding	—	—	—	Dec 8, 2006	Dec 8, 2015	Common Stock	139,744	139,744	D

Explanation of responses

F1The cashless option exercise reported on this Form 4 was executed pursuant to the reporting person's 10b5-1 trading plan entered into in 2013. The options that are the subject of this Form 4 would have expired on 02/28/2015.
F10Amount 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).
F11The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 2/28/06, the first anniversary of the grant, has been carried over to the issuer options.
F12The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 12/8/06, the first anniversary of the grant, has been carried over to the issuer options.
F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.16 to $34.74, 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.
F3Includes 29,731 unvested Restricted Stock Units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 57,551 FAC RSUs, of which 57,897 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 3/3/11, the first anniversary of the grant, has been carried over to the issuer RSUs.
F4Includes 78,066 unvested RSUs acquired pursuant to a grant of performance based RSUs on account of an original grant of 212,765 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.
F5Includes 25,416 unvested RSUs acquired pursuant to an original grant of 93,498 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 14,557 unvested RSUs acquired pursuant to an original grant of 53,282 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 57,150 unvested RSUs acquired pursuant to an original grant of 106,959 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.
F8Includes 93,791 unvested 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.
F9Includes 80,663 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.