SEC Form 4 · accession 0001127602-15-008930
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 25, 2015
Accepted (ET)
Feb 27, 2015 · 9:31 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 StockF1 | Feb 25, 2015 | S | 100,000 | $35.23 | D | 682,844 | D | |
| Common StockF2,F3,F4,F5,F6,F7,F8,F9 | Feb 25, 2015 | A | 72,665 | $0.00 | A | 755,509 | D | |
| Common StockF11 | 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)F10 | $20.40 | holding | — | — | — | Dec 8, 2006 | Dec 8, 2015 | Common Stock | 139,744 | 139,744 | D |
Explanation of responses
- F1The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.11 to $35.44, 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.
- F10The 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.
- F11Amount 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).
- F2Includes 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.
- F3Includes 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.
- F4Includes 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.
- F5Includes 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.
- F6Includes 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.
- F7Includes 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.
- F8Includes 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.
- F9Includes 72,665 unvested RSUs acquired pursuant to a grant vesting in four equal annual increments commencing 2/25/2016, the first anniversary of the grant.