SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
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)
CEO
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/25/2006 G 611 A $0 462,197 I By Limited Partnership
Common Stock 12/25/2006 G 611 A $0 53,532 I By Spouse via Limited Partnership
Common Stock 5,200 D
Common Stock 1,767.425 I By 401(k) Plan Trust(1)
Common Stock 9,126.285 I By ESOP Trust(2)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $23.583 04/23/1999(3) 04/23/2008 Common Stock 30,000 30,000 D
Employee Stock Option (right to buy) $10.75 02/24/2001(4) 02/24/2010 Common Stock 40,000 40,000 D
Employee Stock Option (right to buy) $27 12/14/2001(5) 12/14/2010 Common Stock 40,000 40,000 D
Employee Stock Option (right to buy) $18.08 12/13/2002(6) 12/13/2011 Common Stock 40,000 40,000 D
Employee Stock Option (right to buy) $22.85 02/27/2004(7) 02/27/2013 Common Stock 80,000 80,000 D
Employee Stock Option (right to buy) $30.56 02/26/2005(8) 02/26/2014 Common Stock 80,000 80,000 D
Employee Stock Option (right to buy) $36.55 02/28/2006(9) 02/28/2015 Common Stock 80,000 80,000 D
Employee Stock Option (right to buy) $47.49 12/08/2006(10) 12/08/2015 Common Stock 80,000 80,000 D
Explanation of Responses:
1. 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).
2. Amount shown consists of shares allocated to my account in previous years and shares acquired through automatic reinvestment of dividends paid on such previously allocated shares, as reported in most recent account statement.
3. The option vests in five equal annual increments commencing 4/23/99, the first anniversary of the grant.
4. The option vests in five equal annual increments commencing 2/24/01, the first anniversary of the grant.
5. The option vests in five equal annual increments commencing 12/14/01, the first anniversary of the grant.
6. The option vests in five equal annual increments commencing 12/13/02, the first anniversary of the grant.
7. The option vests in five equal annual increments commencing 2/27/04, the first anniversary of the grant.
8. The option vests in five equal annual increments commencing 2/26/05, the first anniversary of the grant.
9. The option vests in five equal annual increments commencing 2/28/06, the first anniversary of the grant.
10. The option vests in five equal annual increments commencing 12/8/06, the first anniversary of the grant.
By: Jeffrey S. Robinson, Attorney In Fact for 02/06/2007
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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