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Filing Details

Accession Number:: 0001127602-10-028825
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-11-23 20:30:02
Reporting Period:: 2010-11-23

Filing Date:: 2010-11-23
Accepted Time:: 2010-11-23 20:30:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1472787	First American Financial Corp	FAF	Title Insurance (6361)	261911571

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1017357	S Parker Kennedy	1 First American Way Santa Ana CA 92707	Executive Chairman	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2010-11-23	46,581	$0.00	187,373	No	4	M	Direct
Common Stock	Disposition	2010-11-23	46,581	$13.67	140,792	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2010-11-23	46,581	$0.00	46,581	$13.23

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2001-12-14	2010-12-14	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	12,049	Indirect	By 401(k) Plan Trust
Common Stock	464,531	Indirect	By Limited Partnership
Common Stock	55,866	Indirect	By Spouse Via Limited Partnership

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Employee Stock Option (Right to Buy)	$7.77	2002-12-13	2011-12-13	46,580	46,580	Direct
Common Stock	Employee Stock Option (Right to Buy)	$9.82	2004-02-27	2013-02-27	93,163	93,163	Direct
Common Stock	Employee Stock Option (Right to Buy)	$13.13	2005-02-26	2014-02-26	93,162	93,162	Direct
Common Stock	Employee Stock Option (Right to Buy)	$15.70	2006-02-28	2015-02-28	93,162	93,162	Direct
Common Stock	Employee Stock Option (Right to Buy)	$20.40	2006-12-08	2015-12-08	93,163	93,163	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2011-12-13	46,580	46,580	Direct
2013-02-27	93,163	93,163	Direct
2014-02-26	93,162	93,162	Direct
2015-02-28	93,162	93,162	Direct
2015-12-08	93,163	93,163	Direct

Footnotes

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 12/14/10.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.52 to $13.90, 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 37,698 shares acquired in a pro rata distribution by FAC.
Includes 23,403 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by FAC on account of an original grant of 45,373 FAC RSUs, of which 19,929 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 03/05/08, the first anniversary of the grant, has been carried over to the issuer RSUs.
Includes 79,691 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 67,444 FAC RSUs, 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 03/03/11, the first anniversary of the grant, has been carried over to the issuer RSUs.
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).
Option acquired in a pro rata distribution by FAC.
The exercise price is equal to the exercise price of the FAC option held by the reporting person multiplied by $14.10/$32.84, which represents the when-issued trading price of the issuer on June 1, 2010 divided by the last FAC trading price.
The vesting schedule of the FAC option, vesting in five equal annual increments commencing 12/14/01, the first anniversary of the grant, has been carried over to the issuer options.
The number of options acquired is equal to the number of FAC options held by the reporting person multiplied by $32.84/$14.10, which represents the last FAC trading price divided by the when-issued trading price of the issuer on June 1, 2010.
The vesting schedule of the FAC option, vesting in five equal annual increments commencing 12/13/02, the first anniversary of the grant, has been carried over to the issuer options.
The vesting schedule of the 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 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 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 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.