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Filing Details

Accession Number:: 0001127602-12-024127
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-08 18:48:48
Reporting Period:: 2012-08-06

Filing Date:: 2012-08-08
Accepted Time:: 2012-08-08 18:48:48
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		Yes	No	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	Disposition	2012-08-06	29,200	$18.30	170,800	No	4	S	Indirect	by D.P. Kennedy Administrative Trust
Common Stock	Disposition	2012-08-07	93,743	$18.55	77,057	No	4	S	Indirect	by D.P. Kennedy Administrative Trust
Common Stock	Disposition	2012-08-08	38,624	$18.54	38,433	No	4	S	Indirect	by D.P. Kennedy Administrative Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	by D.P. Kennedy Administrative Trust
No	4	S	Indirect	by D.P. Kennedy Administrative Trust
No	4	S	Indirect	by D.P. Kennedy Administrative Trust

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	165,282	Direct
Common Stock	1,521,239	Indirect	By D.P. Kennedy Administrative Trust via Limited Partnership
Common Stock	461,878	Indirect	By Limited Partnership
Common Stock	57,638	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)	$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
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

Sold to cover costs and obligations of the trust.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.18 to $18.43, 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.
200,000 shares previously owned by the D.P. Kennedy Administrative Trust via LP were transferred out of the limited partnership to the D.P. Kennedy Administrative Trust.
Prior to the passing of the reporting person's father, this trust was known as the D&D Kennedy Revocable Trust. The reporting person serves as the trustee of the trust, but disclaims beneficial ownership of all First American Financial Corporation common stock held by the trust except to the extent of his pecuniary interest, if any, therein.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.18 to $18.66, 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.
The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.42 to $18.73, 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 49,288 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 12,907 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 8,263 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 4,140 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.