SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Leavell Christopher Michael (Last) (First) (Middle) 1 FIRST AMERICAN WAY (Street) SANTA ANA CA 92707 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/02/2011	3. Issuer Name and Ticker or Trading Symbol First American Financial Corp [ FAF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) COO of Subsidiary	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	137,825	D(1)(2)(3)(4)(5)(6)(7)
Common Stock	1,045.002	I	by 401(k) Plan Trust(8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)(7)	03/12/2004	03/12/2013(9)	Common Stock	13,974	$11.32	D
Employee Stock Option (Right to Buy)(7)	04/01/2004	04/01/2013(10)	Common Stock	13,974	$11.32	D
Employee Stock Option (Right to Buy)(7)	10/21/2005	10/21/2014(11)	Common Stock	20,209	$15.09	D
Employee Stock Option (Right to Buy)(7)	10/21/2005	10/21/2014(11)	Common Stock	14,726	$15.09	D
Employee Stock Option (Right to Buy)(7)	01/13/2007	01/13/2016(12)	Common Stock	13,448	$19.96	D
Employee Stock Option (Right to Buy)(7)	01/13/2007	01/13/2016(12)	Common Stock	9,842	$19.96	D

Explanation of Responses:

1. Includes 342 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 1,242 FAC RSUs, of which 550 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment. The current number of unvested RSUs excludes RSUs associated with this grant that are required to be transferred to the reporting person's ex-wife upon vesting pursuant to a domestic relations order. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 3/20/08, the first anniversary of the grant, has been carried over to the issuer RSUs.

2. Includes 7,015 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 13,636 FAC RSUs, of which 8,793 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment. The current number of unvested RSUs excludes RSUs associated with this grant that are required to be transferred to the reporting person's ex-wife upon vesting pursuant to a domestic relations order. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 3/4/09, the first anniversary of the grant, has been carried over to the issuer RSUs.

3. Includes 9,081 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 12,209 FAC RSUs, of which 10,133 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment. The current number of unvested RSUs excludes RSUs associated with this grant that are required to be transferred to the reporting person's ex-wife upon vesting pursuant to a domestic relations order. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 3/20/10, the first anniversary of the grant, has been carried over to the issuer RSUs.

4. Includes 20,113 unvested RSUs acquired in a pro rata distribution by 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.

5. Includes 72,713 shares 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 (if the performance criteria have been met) in three equal annual increments commencing on 6/1/13, 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.

6. Includes 22,552 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.

7. Pursuant to a domestic relations order, 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 the cash proceeds generated from the sale of applicable shares, after any applicable vesting and/or exercise.

8. 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).

9. The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 3/12/04, the first anniversary of the grant, has been carried over to the issuer options.

10. The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 4/1/04, the first anniversary of the grant, has been carried over to the issuer options.

11. The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 10/21/05, the first anniversary of the grant, has been carried over to the issuer options.

12. The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 1/13/07, the first anniversary of the grant, has been carried over to the issuer options.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Greg L. Smith, Attorney-in-Fact for Christopher M. Leavell	12/12/2011
	** Signature of Reporting Person	Date
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