SEC FORM 4

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

92707

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
First American Financial 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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/23/2010		M⁽¹⁾		46,581	A	$0	187,373	D
Common Stock	11/23/2010		S⁽¹⁾		46,581	D	$13.67⁽²⁾	140,792	D⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock								12,049.457	I	By 401(k) Plan Trust⁽⁶⁾
Common Stock								464,531	I	By Limited Partnership
Common Stock								55,866	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)⁽⁷⁾	$13.23⁽⁸⁾	11/23/2010		M⁽¹⁾			46,581	12/14/2001⁽⁹⁾	12/14/2010	Common Stock	46,581	$0	0	D⁽¹⁰⁾
Employee Stock Option (Right to Buy)⁽⁷⁾	$7.77⁽⁸⁾							12/13/2002⁽¹¹⁾	12/13/2011	Common Stock	46,580		46,580	D⁽¹⁰⁾
Employee Stock Option (Right to Buy)⁽⁷⁾	$9.82⁽⁸⁾							02/27/2004⁽¹²⁾	02/27/2013	Common Stock	93,163		93,163	D⁽¹⁰⁾
Employee Stock Option (Right to Buy)⁽⁷⁾	$13.13⁽⁸⁾							02/26/2005⁽¹³⁾	02/26/2014	Common Stock	93,162		93,162	D⁽¹⁰⁾
Employee Stock Option (Right to Buy)⁽⁷⁾	$15.7⁽⁸⁾							02/28/2006⁽¹⁴⁾	02/28/2015	Common Stock	93,162		93,162	D⁽¹⁰⁾
Employee Stock Option (Right to Buy)⁽⁷⁾	$20.4⁽⁸⁾							12/08/2006⁽¹⁵⁾	12/08/2015	Common Stock	93,163		93,163	D⁽¹⁰⁾

Explanation of Responses:

1. The cashless option exercise reported on this Form 4 was executed pursuant to the reporting person's 10b5-1 trading plan described in The First American Corporation's ("FAC") Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2007. The trading plan provides that each option held by the reporting person that is in-the-money after commissions will be exercised automatically on a cashless basis between and including the fifteenth and the first trading day preceding expiration. The options that are the subject of this Form 4 would have expired on 12/14/10.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.52 to $13.90, 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.

3. Includes 37,698 shares acquired in a pro rata distribution by FAC.

4. Includes 23,403 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by FAC on account of an original grant of 45,373 FAC RSUs, of which 19,929 were unvested at the time of the distribution, half of which were converted into issuer RSUs. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 03/05/08, the first anniversary of the grant, has been carried over to the issuer RSUs.

5. Includes 79,691 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 67,444 FAC RSUs, of which 67,850 were unvested at the time of the distribution, half of which were converted into issuer RSUs. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 03/03/11, the first anniversary of the grant, has been carried over to the issuer RSUs.

6. Amount 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).

7. Option acquired in a pro rata distribution by FAC.

8. The exercise price is equal to the exercise price of the FAC option held by the reporting person multiplied by $14.10/$32.84, which represents the when-issued trading price of the issuer on June 1, 2010 divided by the last FAC trading price.

9. The vesting schedule of the FAC option, vesting in five equal annual increments commencing 12/14/01, the first anniversary of the grant, has been carried over to the issuer options.

10. The number of options acquired is equal to the number of FAC options held by the reporting person multiplied by $32.84/$14.10, which represents the last FAC trading price divided by the when-issued trading price of the issuer on June 1, 2010.

11. The vesting schedule of the FAC option, vesting in five equal annual increments commencing 12/13/02, the first anniversary of the grant, has been carried over to the issuer options.

12. The vesting schedule of the FAC option, vesting in five equal annual increments commencing 02/27/04, the first anniversary of the grant, has been carried over to the issuer options.

13. The vesting schedule of the FAC option, vesting in five equal annual increments commencing 02/26/05, the first anniversary of the grant, has been carried over to the issuer options.

14. The vesting schedule of the FAC option, vesting in five equal annual increments commencing 02/28/06, the first anniversary of the grant, has been carried over to the issuer options.

15. The vesting schedule of the FAC option, vesting in five equal annual increments commencing 12/08/06, the first anniversary of the grant, has been carried over to the issuer options.

Remarks:

Pursuant to 10b5-1 trading plan as described in Footnote 1.

	/s/ Jeffrey S. Robinson, Attorney-in-Fact for Parker S. Kennedy	11/23/2010
	** 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).
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