Sec Form 4 Filing - Leavell Christopher Michael @ First American Financial Corp - 2012-04-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Leavell Christopher Michael 2. Issuer Name and Ticker or Trading Symbol First American Financial Corp [ FAF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) COO of Subsidiary (Last) (First) (Middle) 1 FIRST AMERICAN WAY 3. Date of Earliest Transaction (MM/DD/YY) 04/13/2012 (Street) SANTA ANA, CA92707 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/13/2012 M 13,974 ( 1 ) A $ 11.32 180,321 D Common Stock 04/13/2012 M 13,974 ( 1 ) A $ 11.32 194,295 D Common Stock 04/13/2012 S 27,948 ( 1 ) D $ 16.98 166,347 D ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) Common Stock 1,049.63 I by 401(k) Plan Trust ( 9 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) ( 2 ) $ 11.32 04/13/2012 M 13,974 ( 1 ) 03/12/2004 03/12/2013( 10 ) Common Stock 13,974 $ 0 0 D Employee Stock Option (Right to Buy) ( 2 ) $ 11.32 04/13/2012 M 13,974 ( 1 ) 04/01/2004 04/01/2013( 11 ) Common Stock 13,974 $ 0 0 D Employee Stock Option (Right to Buy) ( 2 ) $ 15.09 10/21/2005 10/21/2014( 12 ) Common Stock 20,209 20,209 D Employee Stock Option (Right to Buy) ( 2 ) $ 15.09 10/21/2005 10/21/2014( 12 ) Common Stock 14,726 14,726 D Employee Stock Option (Right to Buy) ( 2 ) $ 19.96 01/13/2007 01/13/2016( 13 ) Common Stock 13,448 13,448 D Employee Stock Option (Right to Buy) ( 2 ) $ 19.96 01/13/2007 01/13/2016( 13 ) Common Stock 9,842 9,842 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Leavell Christopher Michael 1 FIRST AMERICAN WAY SANTA ANA, CA92707 COO of Subsidiary Signatures /s/ Greg L. Smith, Attorney-in-Fact for Christopher M. Leavell 04/17/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The cashless option exercise reported on this Form 4 is executed pursuant to the reporting person's 10b5-1 trading plan. ( 2 )Pursuant to a domestic relations order, a portion of the reporting person's shares, options and certain RSUs are held by the reporting person for the benefit of his ex-wife, who will receive either shares or the cash proceeds generated from the sale of applicable shares, after any applicable vesting and/or exercise. ( 3 )Includes 7,109 unvested Restricted Stock Units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 13,636 FAC RSUs, of which 8,793 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. ( 4 )Includes 12,184 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 12,209 FAC RSUs, of which 10,133 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 3/20/10, the first anniversary of the grant, has been carried over to the issuer RSUs. ( 5 )Includes 15,160 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 10,464 FAC RSUs, of which 10,527 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 3/22/11, the first anniversary of the grant, has been carried over to the issuer RSUs. ( 6 )Includes 73,042 unvested RSUs acquired pursuant to a grant of performance based RSUs on account of an original grant of 70,921 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. ( 7 )Includes 16,994 unvested RSUs acquired pursuant to an original grant of 22,274 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/21/12, the first anniversary of the grant. ( 8 )Includes 28,441 unvested RSUs, vesting in four equal increments commencing 2/28/13, the first anniversary of the grant. ( 9 )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). ( 10 )The vesting schedule of the original FAC option, vesting in five equal a nnual increments commencing 3/12/04, the first anniversary of the grant, has been carried over to the issuer options. ( 11 )The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 4/1/04, the first anniversary of the grant, has been carried over to the issuer options. ( 12 )The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 10/21/05, the first anniversary of the grant, has been carried over to the issuer options. ( 13 )The vesting schedule of the original FAC option, vesting in five equal annual increments commencing 1/13/07, the first anniversary of the grant, has been carried over to the issuer options.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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