Sec Form 4 Filing - GILMORE DENNIS J @ First American Financial Corp - 2020-02-20

Insider filing report for Changes in Beneficial Ownership
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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
GILMORE DENNIS J
2. Issuer Name and Ticker or Trading Symbol
First American Financial Corp [ FAF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
1 FIRST AMERICAN WAY
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2020
(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 02/20/2020 A 101,921 A $ 0 700,974 D
Common Stock 02/21/2020 F( 1 ) 12,613 D $ 65.01 688,361 ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) D
Common Stock 2,343.023 I By 401(k) Plan Trust ( 7 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GILMORE DENNIS J
1 FIRST AMERICAN WAY
SANTA ANA, CA92707
X Chief Executive Officer
Signatures
/s/ Greg L. Smith, attorney-in-fact for Dennis J. Gilmore 02/24/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Payment of tax liability by withholding securities incident to the vesting of restricted stock units.
( 2 )Includes 36,469 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 128,819 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/23/17, the first anniversary of the grant.
( 3 )Includes 60,476 unvested RSUs acquired pursuant to an original grant of 110,278 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/22/18, the first anniversary of the grant.
( 4 )Includes 50,172 unvested RSUs acquired pursuant to an original grant of 94,359 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/21/19, the first anniversary of the grant.
( 5 )Includes 102,266 unvested RSUs acquired pursuant to an original grant of 99,211 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 2/22/20, the first anniversary of the grant.
( 6 )Includes 101,921 unvested RSUs acquired pursuant to a grant vesting in four equal increments commencing 2/20/21, the first anniversary of the grant.
( 7 )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).

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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