0001127602-14-005119.txt : 20140207 0001127602-14-005119.hdr.sgml : 20140207 20140207160329 ACCESSION NUMBER: 0001127602-14-005119 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140205 FILED AS OF DATE: 20140207 DATE AS OF CHANGE: 20140207 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: First American Financial Corp CENTRAL INDEX KEY: 0001472787 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] IRS NUMBER: 261911571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 BUSINESS PHONE: 714-250-3000 MAIL ADDRESS: STREET 1: 1 FIRST AMERICAN WAY CITY: SANTA ANA STATE: CA ZIP: 92707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KENNEDY PARKER S CENTRAL INDEX KEY: 0001017357 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34580 FILM NUMBER: 14584350 MAIL ADDRESS: STREET 1: 114 EAST FIFTH STREET CITY: SANTA ANA STATE: CA ZIP: 92701 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2014-02-05 0001472787 First American Financial Corp FAF 0001017357 KENNEDY PARKER S 1 FIRST AMERICAN WAY SANTA ANA CA 92707 1 Common Stock 2013-12-11 5 G 0 E 322 0 A 465907 I By Limited Partnership Common Stock 2013-12-11 5 G 0 E 322 0 A 57719 I By Spouse Via Limited Partnership Common Stock 2013-12-11 5 G 0 E 1932 0 D 463975 I By Limited Partnership Common Stock 2014-02-05 4 M 0 93162 13.13 A 250176 D Common Stock 2014-02-05 4 S 0 93162 24.98 D 157014 D Employee Stock Option (Right to Buy) 13.13 2014-02-05 4 M 0 93162 0 D 2005-02-26 2014-02-26 Common Stock 93162 0 D Employee Stock Option (Right to Buy) 15.70 2006-02-28 2015-02-28 Common Stock 93162 93162 D Employee Stock Option (Right to Buy) 20.40 2006-12-08 2015-12-08 Common Stock 93163 93163 D Represents gifts of limited partnership interests. The cashless option exercise and sales reported on this Form 4 were 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 02/26/2014. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.90 to $25.10, 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. Includes 33,810 unvested Resticted Stock Units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on June 1, 2010 on account of an original grant of 67,444 FAC RSUs, and shares acquired through automatic dividend reinvestment, 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 3/3/11, the first anniversary of the grant, has been carried over to the issuer RSUs. Includes 8,856 unvested RSUs acquired pursuant to an original grant of 16,761 RSUs, and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/3/12, the first anniversary of the grant. Includes 5,681 unvested RSUs acquired pursuant to an original grant of 10,732 RSUs, and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/31/12, the first anniversary of the grant. Includes 2,839 unvested RSUs, acquired pursuant to an original grant of 4,102 RSUs, and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 3/20/13, the first anniversary of the grant. Includes 2,609 unvested RSUs, acquired pursuant to an original grant of 2,571 RSUs, and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 3/20/2014, the first anniversary of the grant. The vesting schedule of the original 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. The vesting schedule of the original 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. The vesting schedule of the original 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. /s/ Greg L. Smith, Attorney-in-Fact for Parker S. Kennedy 2014-02-07