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^*

NALLATHAMBI ANAND K

(Last)

(First)

(Middle)

12395 FIRST AMERICAN WAY

(Street)

POWAY

92064

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Business Segment President

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)
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	11/18/2009		A		89,734⁽¹⁾	A	⁽²⁾	145,467.483	D
Common Stock	11/18/2009		F⁽³⁾		43,243	D	$32.5368⁽⁴⁾	102,224.483	D⁽⁵⁾
Common Stock								4,366.927	I	By 401(k) Plan Trust⁽⁶⁾

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⁾	$41.33⁽⁸⁾	11/18/2009		A		29,000⁽⁹⁾		11/18/2009⁽¹⁰⁾	03/30/2017	Common Stock	29,000	⁽⁷⁾	29,000	D
Employee Stock Option (Right to Buy)⁽⁷⁾	$46.14⁽⁸⁾	11/18/2009		A		58,000⁽⁹⁾		11/18/2009⁽¹⁰⁾	02/22/2017	Common Stock	58,000	⁽⁷⁾	58,000	D
Employee Stock Option (Right to Buy)⁽⁷⁾	$46.68⁽⁸⁾	11/18/2009		A		115,999⁽⁹⁾		11/18/2009⁽¹⁰⁾	09/15/2015	Common Stock	115,999	⁽⁷⁾	115,999	D
Employee Stock Option (Right to Buy)	$19.2							12/13/2002⁽¹¹⁾	12/13/2011	Common Stock	15,000		15,000	D
Employee Stock Option (Right to Buy)	$19.1							07/23/2003⁽¹²⁾	07/23/2012	Common Stock	10,000		10,000	D
Employee Stock Option (Right to Buy)	$22.85							02/27/2004⁽¹³⁾	02/27/2013	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy)	$30.56							02/26/2005⁽¹⁴⁾	02/26/2014	Common Stock	20,000		20,000	D
Employee Stock Option (Right to Buy)	$36.55							02/28/2006⁽¹⁵⁾	02/28/2015	Common Stock	30,000		30,000	D
Employee Stock Option (Right to Buy)	$47.49							12/08/2006⁽¹⁶⁾	12/08/2015	Common Stock	50,000		50,000	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.

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. Payment of tax liability by delivering securities incident to the vesting of First Advantage Corporation restricted stock units and exchange for common shares of the issuer in the merger.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.21 to $32.99, inclusive. The reporting person undertakes to provide to The First American Corporation, any security holder of The First American Corporation, 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.

5. Includes 2,123.483 shares acquired in connection with the issuer's Employee Stock Purchase Plan.

6. Amount shown consists of issuer shares held in the reporting person's First Advantage Corporation 401(k) savings plan account.

7. Stock option received in exchange for an option to acquire Class A common stock of First Advantage Corporation in connection with the merger of a wholly owned subsidiary of the issuer into First Advantage Corporation on November 18, 2009.

8. The exercise price is equal to the exercise price of the assumed option to acquire Class A common stock of First Advantage Corporation, divided by the exchange ratio 0.58.

9. Stock options to acquire Class A common stock of First Advantage Corporation were assumed by the issuer and converted into options to acquire shares of the issuer using a ratio of 0.58 of a common share of the issuer per share of Class A common stock of First Advantage Corporation.

10. Pursuant to the terms of the First Advantage Corporation 2003 Incentive Compensation Plan, the option became fully exercisable immediately prior to the merger.

11. The option vests in five equal annual increments commencing 12/13/02, the first anniversary of the grant.

12. The option vests in five equal annual increments commencing 7/23/03, the first anniversary of the grant.

13. The option vests in five equal annual increments commencing 2/27/04, the first anniversary of the grant.

14. The option vests in five equal annual increments commencing 2/26/05, the first anniversary of the grant.

15. The option vests in five equal annual increments commencing 2/28/06, the first anniversary of the grant.

16. 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 Anand K. Nallathambi	11/20/2009
	** 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).
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