SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KENNEDY PARKER S
(Last) (First) (Middle)
1 FIRST AMERICAN WAY
(Street)
SANTA ANA CA 92707
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FIRST AMERICAN CORP [ FAF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/18/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/18/2009 A 754(1) A (2) 61,913 D(3)
Common Stock 11,789.921 I By 401(k) Plan Trust(4)
Common Stock 463,799 I By Limited Partnership
Common Stock 55,134 I By Spouse Via Limited Partnership
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $13.13 02/24/2001(5) 02/24/2010 Common Stock 40,000 40,000 D
Employee Stock Option (Right to Buy) $30.8 12/14/2001(6) 12/14/2010 Common Stock 40,000 40,000 D
Employee Stock Option (Right to Buy) $19.2 12/13/2002(7) 12/13/2011 Common Stock 40,000 40,000 D
Employee Stock Option (Right to Buy) $22.85 02/27/2004(8) 02/27/2013 Common Stock 80,000 80,000 D
Employee Stock Option (Right to Buy) $30.56 02/26/2005(9) 02/26/2014 Common Stock 80,000 80,000 D
Employee Stock Option (Right to Buy) $36.55 02/28/2006(10) 02/28/2015 Common Stock 80,000 80,000 D
Employee Stock Option (Right to Buy) $47.49 12/08/2006(11) 12/08/2015 Common Stock 80,000 80,000 D
Explanation of Responses:
1. Shares of the issuer received in exchange for Class A common stock of First Advantage Corporation pursuant to accelerated vesting of restricted stock units in connection with the merger of a wholly owned subsidiary of the issuer into First Advantage Corporation on November 18, 2009. The reporting person has remitted to the issuer the after-tax benefit of such First Advantage Corporation restricted stock units.
2. The consideration received in the merger was 0.58 of a common share of the issuer for each share of Class A common stock of First Advantage Corporation, plus cash in lieu of any fractional share.
3. Includes 29,486 unvested restricted stock units (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 45,373 restricted stock units vesting in five equal annual increments commencing 3/5/08, the first anniversary of the grant.
4. Amount shown consists of shares contributed by issuer as company match, shares purchased for my 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).
5. The option vests in five equal annual increments commencing 2/24/01, the first anniversary of the grant.
6. The option vests in five equal annual increments commencing 12/14/01, the first anniversary of the grant.
7. The option vests in five equal annual increments commencing 12/13/02, the first anniversary of the grant.
8. The option vests in five equal annual increments commencing 2/27/04, the first anniversary of the grant.
9. The option vests in five equal annual increments commencing 2/26/05, the first anniversary of the grant.
10. The option vests in five equal annual increments commencing 2/28/06, the first anniversary of the grant.
11. The option vests in five equal annual increments commencing 12/8/06, the first anniversary of the grant.
/s/ Stacy S. Rentner, Attorney-in-Fact for Parker S. Kennedy 11/19/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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