Sec Form 4 Filing - DEGIORGIO KENNETH D @ First American Financial Corp - 2012-11-23

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 DEGIORGIO KENNETH D 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) Executive Vice President (Last) (First) (Middle) 1 FIRST AMERICAN WAY 3. Date of Earliest Transaction (MM/DD/YY) 11/23/2012 (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 11/23/2012 M 10,480 A $ 11.32 304,197 D Common Stock 11/23/2012 M 7,500 A $ 11.32 311,697 D Common Stock 11/23/2012 M 41,323 A $ 20.4 353,020 D Common Stock 11/23/2012 M 9,922 A $ 16.02 362,942 D Common Stock 11/23/2012 M 33,771 A $ 13.63 396,713 D Common Stock 11/23/2012 S 102,996 D $ 23.5 ( 1 ) 293,717 D Common Stock 11/27/2012 M 2,980 A $ 11.32 296,697 D Common Stock 11/27/2012 M 5,258 A $ 20.4 301,955 D Common Stock 11/27/2012 M 57,618 A $ 16.02 359,573 D Common Stock 11/27/2012 S 65,856 D $ 23.5 ( 2 ) 293,717 D ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) Common Stock 119.724 I By 401(k) Plan Trust ( 10 )

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) $ 11.32 11/23/2012 M 10,480 03/12/2004( 11 ) 03/12/2013 Common Stock 10,480 $ 0 0 D Employee Stock Option (Right to Buy) $ 11.32 11/23/2012 M 7,500 04/01/2004( 12 ) 04/01/2013 Common Stock 7,500 $ 0 2,980 D Employee Stock Option (Right to Buy) $ 20.4 11/23/2012 M 41,323 12/08/2006( 13 ) 12/08/2015 Common Stock 41,323 $ 0 5,258 D Employee Stock Option (Right to Buy) $ 16.02 11/23/2012 M 9,922 11/18/2009( 14 ) 06/04/2013 Common Stock 9,922 $ 0 57,618 D Employee Stock Option (Right to Buy) $ 13.63 11/23/2012 M 33,771 11/18/2009( 14 ) 12/22/2013 Common Stock 33,771 $ 0 0 D Employee Stock Option (Right to Buy) $ 11.32 11/27/2012 M 2,980 04/01/2004( 12 ) 04/01/2013 Common Stock 2,980 $ 0 0 D Employee Stock Option (Right to Buy) $ 20.4 11/27/2012 M 5,258 12/08/2006( 13 ) 12/08/2015 Common Stock 5,258 $ 0 0 D Employee Stock Option (Right to Buy) $ 16.02 11/27/2012 M 57,618 11/18/2009( 14 ) 06/04/2013 Common Stock 57,618 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DEGIORGIO KENNETH D 1 FIRST AMERICAN WAY SANTA ANA, CA92707 Executive Vice President Signatures /s/ Greg L. Smith, Attorney-in-Fact for Kenneth D. DeGiorgio 11/27/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 to $23.51, 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. ( 2 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.50 to $23.60, 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. ( 3 )Includes 6,411 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 12,121 FAC RSUs, of which 7,819 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 13,492 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 13,346 FAC RSUs, of which 11,077 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. ( 5 )Includes 28,778 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 19,620 FAC RSUs, of which 19,737 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. ( 6 )Includes 29,454 unvested RSUs acquired pursuant to an original grant of 28,594 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal increments commencing 3/3/12, the first anniversary of the grant. However, receipt of vested RSUs has been deferred five years, in each vesting instance. ( 7 )Includes 22,107 unvested RSUs acquired pursuant to an original grant of 21,464 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal increments commencing 3/31/12, the first anniversary of the grant. However, receipt of vested RSUs has been deferred five years, in each vesting instance. ( 8 )Includes 48,039 unvested RSUs acquired pursuant to an original grant of 47,434 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal increments commencing 2/28/13, the first anniversary of the grant. ( 9 )Includes 103,573 unvested RSUs acquired pursuant to an original grant of 99,290 performance based restricted stock units and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing on 6/1/13, the third anniversary of the grant, pursuant to the Form of Restricted Stock Unit Award Agreement filed as Exhibit 10(i) to the issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2010. ( 10 )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). ( 11 )The vesting schedule of the FAC option, vesting in five equal annual increments commencing 3/12/04, the first anniversary of the grant, has been carried over to the issuer options. ( 12 )The vesting schedule of the 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. ( 13 )The vesting schedule of the 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. ( 14 )The vesting schedule of the FAC option, which fully vested on 11/18/09, has been carried over to the issuer options.

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

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