Sec Form 4 Filing - Shea Peter O Jr @ Fidelity National Financial, Inc. - 2020-06-01

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 Shea Peter O Jr 2. Issuer Name and Ticker or Trading Symbol Fidelity National Financial, Inc. [ FNF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 601 RIVERSIDE AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2020 (Street) JACKSONVILLE, FL32204 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 06/01/2020 A 3,773 A 3,773 I By Sarah H. Shea Trust Common Stock 06/01/2020 A 3,773 A 3,773 I By Selva Family Trust u/a/d April 22, 2014 Common Stock 06/01/2020 A 18,874 A 18,874 I By Siam II Partners Common Stock 06/01/2020 A 15,101 A 15,101 I By The Peter O. Shea Jr. Family 2012 Trust Common Stock 06/01/2020 A 3,773 A 3,773 I By Toyopa Partners, LP Common Stock 151,895 D

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 Warrants (right to buy) ( 2 ) 06/01/2020 A 8,330 06/01/2020 11/30/2022 Common Stock 736 $ 0 8,330 I By Sarah H. Shea Trust Warrants (right to buy) ( 2 ) 06/01/2020 A 8,330 06/01/2020 11/30/2022 Common Stock 736 $ 0 8,330 I By Selva Family Trust u/a/d April 22, 2014 Warrants (right to buy) ( 2 ) 06/01/2020 A 41,670 06/01/2020 11/30/2022 Common Stock 3,679 $ 0 41,670 I By Siam II Partners Warrants (right to buy) ( 2 ) 06/01/2020 A 33,340 06/01/2020 11/30/2022 Common Stock 3,679 $ 0 33,340 I By The Peter O. Shea Jr. Family 2012 Trust Warrants (right to buy) ( 2 ) 06/01/2020 A 8,330 06/01/2020 11/30/2022 Common Stock 736 $ 0 8,330 I By Toyopa Partners, LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shea Peter O Jr 601 RIVERSIDE AVENUE JACKSONVILLE, FL32204 X Signatures /s/ Colleen E. Haley, as attorney-in-fact 06/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of February 7, 2020, by and among FNF, FGL Holdings ("FGL"), F I Corp. ("Merger Sub I") and F II Corp ("Merger Sub II") (as amended, the "Merger Agreement"), Merger Sub I merged with and into the Issuer (the "First Merger") with FGL surviving the First Merger (the "Surviving Company"), and the Surviving Company then merged with and into Merger Sub II (the "Second Merger" and, together with the First Merger, the "Mergers"), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of FNF. Each ordinary share of FGL held by the reporting person was converted into the right to receive (i) $12.50 in cash or (ii) 0.2558 shares of common stock of FNF at the election of the holder, subject to the proration mechanics set forth in the Merger Agreement (the "Merger Consideration"). The Mergers were effective on June 1, 2020. ( 2 )Upon consummation of the Mergers, each warrant to purchase FGL Ordinary Shares was converted into the right to purchase and receive upon exercise $8.18 in cash and 0.0883 shares of FNF common stock (the "Warrants"). In accordance with the Warrant Agreement, dated as of May 19, 2016, between Continental Stock Transfer & Trust Company and CF Corporation (the "Warrant Agreement") pursuant to which the Warrants were issued, if the registered holder of the Warrant properly exercises the Warrant within thirty days following the closing of the Mergers, the exercise price will be reduced from $11.50 to $7.68.

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).

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