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Filing Details

Accession Number:: 0001127602-12-022130
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-07-11 17:50:35
Reporting Period:: 2012-07-09

Filing Date:: 2012-07-11
Accepted Time:: 2012-07-11 17:50:35
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
1243867	J Dennis Gilmore	1 First American Way Santa Ana CA 92707	Chief Executive Officer	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
Common Stock	Acquisiton	2012-07-09	10,137	$8.21	743,626	No	4	M	Direct
Common Stock	Disposition	2012-07-09	10,137	$17.06	733,489	No	4	S	Direct
Common Stock	Acquisiton	2012-07-10	3,837	$8.21	737,326	No	4	M	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	M	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	2012-07-09	10,137	$0.00	10,137	$8.21
Common Stock	Employee Stock Option (Right to Buy)	Disposition	2012-07-10	3,837	$0.00	3,837	$8.21

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
3,837	2003-07-23	2012-07-23	No	4	M	Direct
0	2003-07-23	2012-07-23	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	2,173	Indirect	By 401(k) Plan Trust

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)	$9.82	2004-02-27	2013-02-27	116,452	116,452	Direct
Common Stock	Employee Stock Option (Right to Buy)	$13.13	2005-02-26	2014-02-26	116,453	116,453	Direct
Common Stock	Employee Stock Option (Right to Buy)	$15.70	2006-02-28	2015-02-28	139,744	139,744	Direct
Common Stock	Employee Stock Option (Right to Buy)	$20.40	2006-12-08	2015-12-08	139,744	139,744	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2013-02-27	116,452	116,452	Direct
2014-02-26	116,453	116,453	Direct
2015-02-28	139,744	139,744	Direct
2015-12-08	139,744	139,744	Direct

Footnotes

The option exercises and related sale of shares to cover taxes and exercise costs reported on this Form 4 were executed pursuant to the reporting person's 10b5-1 trading plan. The trading plan provides that the subject options held by the reporting person that were in-the-money after commissions would be exercised automatically on 7/9/2012 and 7/10/2012 with a specified percentage of the resulting shares to be sold to cover taxes associated with the exercise and exercise costs, and the remaining shares to be held by the reporting person. The options that are the subject of this Form 4 would have expired on 7/23/2012.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.04 to $17.14, 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 19,709 unvested Restricted Stock Units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 37,878 FAC RSUs, of which 24,424 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 3/4/09, the first anniversary of the grant, has been carried over to the issuer RSUs.
Includes 39,546 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 39,504 FAC RSUs, of which 32,784 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 3/4/10, the first anniversary of the grant, has been carried over to the issuer RSUs.
Includes 83,737 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 57,551 FAC RSUs, of which 57,897 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 3/3/11, the first anniversary of the grant, has been carried over to the issuer RSUs.
Includes 220,159 unvested RSUs acquired pursuant to a grant of performance based RSUs on account of an original grant of 212,765 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.
Includes 71,657 shares acquired pursuant to an original grant of 93,498 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 40,836 unvested RSUs acquired pursuant to an original grant of 53,282 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 107,457 unvested RSUs acquired pursuant to an original grant of 106,959 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/28/13, the first anniversary of the grant.
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).
The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 7/23/03, 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 2/27/04, 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 2/26/05, 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 2/28/06, 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 12/8/06, the first anniversary of the grant, has been carried over to the issuer options.