X0306 4 2013-02-05 0001472787 First American Financial Corp FAF 0001017357 KENNEDY PARKER S 1 FIRST AMERICAN WAY SANTA ANA CA 92707 1 Common Stock 2012-12-31 5 G 0 E 9881 0 A 467816 I By Limited Partnership Common Stock 2012-12-31 5 G 0 E 2232 0 D 465584 I By Limited Partnership Common Stock 2012-12-31 5 G 0 E 343 0 A 57397 I By Spouse Via Limited Partnership Common Stock 2013-02-05 4 M 0 93163 9.82 A 259070 D Common Stock 2013-02-05 4 S 0 93163 23.7591 D 165907 D Employee Stock Option (Right to Buy) 9.82 2013-02-05 4 M 0 93163 0 D 2004-02-27 2013-02-27 Common Stock 93163 0 D Employee Stock Option (Right to Buy) 13.13 2005-02-26 2014-02-26 Common Stock 93162 93162 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 The reporting person is no longer trustee of the D.P. Kennedy Administrative Trust and, therefore, no longer has a reportable beneficial interest in the 1,521,239 shares of the issuer beneficially owned by the trust and included in the reporting person's prior ownership reports. 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 02/27/2013. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.52 to $23.96, 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 49,702 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 13,015 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 8,332 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 4,174 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. The vesting schedule of the original 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. 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 2013-02-07