SEC Form 4 · accession 0001127602-18-005268

First American Financial Corp · FAF

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The reported securities are held by Kennedy Enterprises, L.P., a limited partnership of which the reporting person is the sole general partner. The reporting person and his wife are also limited partners of the partnership. On June 1, 2017, in connection with on-going estate planning, the partnership distributed non-issuer securities to the reporting person, his wife and some, but not all, of the other partners, which resulted in a dilution of the reporting person's interest in the partnership from approximately 18.6830% to 12.2084% and a dilution in his spouse's interest from approximately 2.3790% to 1.5546% for a collective distribution value to the two of them of approximately $6,751,102 and a deemed proportionate interest in issuer securities of approximately 339,489 after the distribution. The transaction did not result in the acquisition or disposition of any First American shares by the partnership. Pursuant to General Instruction 4(b)(iv) to Form 4 and Form 5, the reporting person is changing his method of reporting to report the entire amount of the partnership's interest in issuer securities instead of just his and his wife's proportional interests.
• F2The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
• F3In connection with on-going estate planning by partners of Kennedy Enterprises, LLP, the partnership liquidated one of the partners by distributing non-issuer securities to that partner. The liquidation caused a recomputation of the partnership interests of the other partners, which resulted in the partnership interests of the reporting person and his spouse increasing by approximately 0.5633% for a collective value to the two of them of approximately $816,513.
• F4Includes 979 unvested Restricted Sock Units ("RSUs") acquired pursuant to an original grant of 2,671 RSUs, and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/25/16, the first anniversary of the grant.
• F5Includes 1,803 unvested RSUs acquired pursuant to an original grant of 2,541 RSUs, and shares acquired through automatic dividend reinvestment, vesting in three equal increments commencing 2/22/2017, the first anniversary of the grant.
• F6Includes 2,613 unvested RSUs acquired pursuant to an original grant of 2,536 RSUs, and shares acquired through automatic dividend reinvestment, vesting 2/22/2018.
• F7Pursuant to a Power of Attorney, the reporting person has investment power over these shares held by his mother in a personal account. She does not share a household with the reporting person. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.