SEC Form 4 · accession 0001127602-15-009824
First American Financial Corp · FAF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher Michael Leavell
Officer — COO of Subsidiary
Period of report
Feb 27, 2015
Accepted (ET)
Mar 3, 2015 · 9:01 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 | Feb 27, 2015 | F | 3,434 | $35.03 | D | 217,229 | D | |
| Common StockF2,F3,F4,F5,F6,F7,F8,F9 | Mar 2, 2015 | F | 3,090 | $35.12 | D | 214,139 | D | |
| Common StockF10 | holding | — | — | — | 1,121 | I | by 401(k) Plan Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Payment of tax liability by withholding securities incident to the vesting of restricted stock units.
- 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).
- F2Includes 5,424 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 10,464 FAC RSUs, of which 10,527 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 3/22/11, the first anniversary of the grant, has been carried over to the issuer RSUs.
- F3Includes 26,032 unvested RSUs acquired pursuant to a grant of performance based RSUs on account of an original grant of 70,921 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 6,063 unvested RSUs acquired pursuant to an original grant of 22,274 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/21/12, the first anniversary of the grant.
- F5Includes 7,623 unvested RSUs acquired pursuant to an original grant of 28,441 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.
- F6Includes 42,602 unvested RSUs acquired pursuant to an original grant of 54,113 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/4/14, the first anniversary of the grant.
- F7Includes 27,431 unvested RSUs acquired pursuant to an original grant of 35,534 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/27/15, the first anniversary of the grant.
- F8Includes 34,734 unvested RSUs acquired pursuant to a grant vesting in four equal annual increments commencing 2/25/16, the first anniversary of the grant.
- F9Pursuant to a domestic relations agreement, a portion of the reporting person's shares, options and certain RSUs are held by the reporting person for the benefit of his ex-wife, who will receive either shares or the cash proceeds generated from the sale of applicable shares, after any applicable vesting and/or exercise.