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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 9.82 | 02/13/2013 | M(1) | 68,716 | 02/27/2004(11) | 02/27/2013 | Common Stock | 68,716 | $ 0 | 47,736 | D | ||||
| Employee Stock Option (Right to Buy) | $ 9.82 | 02/14/2013 | M(1) | 47,736 | 02/27/2004(11) | 02/27/2013 | Common Stock | 47,736 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 13.13 | 02/26/2005(12) | 02/26/2014 | Common Stock | 116,453 | 116,453 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 15.7 | 02/28/2006(13) | 02/28/2015 | Common Stock | 139,744 | 139,744 | D | ||||||||
| Employee Stock Option (Right to Buy) | $ 20.4 | 12/08/2006(14) | 12/08/2015 | Common Stock | 139,744 | 139,744 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GILMORE DENNIS J 1 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
X | Chief Executive Officer | ||
| /s/ Greg L. Smith, attorney-in-fact for Dennis J. Gilmore | 02/15/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The option exercises and related sale of shares to cover estimated taxes and exercise costs reported on this Form 4 were executed pursuant to the reporting person's 10b5-1 trading plan. The trading plan provides that the subject options held by the reporting person that were in-the-money after commissions would be exercised automatically on 2/13/2013 and 2/14/2013 with a specified percentage of the resulting shares to be sold to cover estimated taxes associated with the exercise and exercise costs, and the remaining shares to be held by the reporting person. The options that are the subject of this Form 4 would have expired on 2/27/2013. |
| (2) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.28 to $24.64, 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 19,966 unvested Restricted Stock Units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 37,878 FAC RSUs, of which 24,424 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 40,063 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 39,504 FAC RSUs, of which 32,784 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 84,835 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 57,551 FAC RSUs, of which 57,897 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 223,053 unvested RSUs acquired pursuant to a grant of performance based RSUs on account of an original grant of 212,765 RSUs 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 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 72,597 unvested RSUs acquired pursuant to an original grant of 93,498 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/3/12, the first anniversary of the grant. |
| (8) | Includes 41,372 unvested RSUs acquired pursuant to an original grant of 53,282 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/31/12, the first anniversary of the grant. |
| (9) | Includes 108,866 unvested RSUs acquired pursuant to an original grant of 106,959 RSUs and shares acquired through automatic dividend reinvestment, vesting in four equal annual increments commencing 3/1/13, the first anniversary of the grant made on 2/29/12. |
| (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 original FAC option, vesting in five equal annual increments commencing 2/27/04, 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 2/26/05, 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 2/28/06, the first anniversary of the grant, has been carried over to the issuer options. |
| (14) | The vesting schedule of the original 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. |