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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
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
o
Check this box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b).
1.
Name and Address of Reporting
Person* (Last, First, Middle)
2.
Issuer Name and Ticker or
Trading Symbol
3.
I.R.S. Identification Number of
Reporting
Person, if an entity (Voluntary)
Foley II, William, P.
Fidelity National Financial, Inc. (FNF)
4050 Calle Real Suite 200
4.
Statement for Month/Day/Year
5.
If Amendment, Date of Original (Month/Day/Year)
03/26/2003
03/26/2003
(Street)
6.
Relationship of Reporting Person(s)
to Issuer (Check All Applicable)
7.
Individual or Joint/Group Filing
(Check Applicable Line)
Santa Barbara, CA 93110
(City) (State) (Zip)
x
Director
o
10% Owner
x
Form filed by One Reporting Person
x
Officer (give title below)
o
Form filed by More than One Reporting Person
o
Other (specify below)
CEO
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).
Table I - Non-Derivative Securities
Acquired, Disposed of, or Beneficially Owned
1.
Title of Security
(Instr. 3)
2.
Transaction Date
(Month/Day/Year)
2a.
Deemed Execution
Date, if any.
(Month/Day/Year)
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
Transactions(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
3/26/03
M
24,343
A
$8.6091
D
Common Stock
3/26/03
F
5,544
D
$33.80
D
Common Stock
3/26/03
F
2,193
D
$33.81
D
Common Stock
3/26/03
F
345
D
$33.82
D
Common Stock
3/26/03
F
1,268
D
$33.83
D
Common Stock
3/26/03
F
3,693
D
$33.84
D
Common Stock
3/26/03
S
4,800
D
$33.80
D
Common Stock
3/26/03
S
1,900
D
$33.81
D
Common Stock
3/26/03
S
300
D
$33.82
D
Common Stock
3/26/03
S
1,100
D
$33.83
D
Common Stock
3/26/03
S
3,200
D
$33.84
D
Common Stock
3/26/03
A
314,686
A
(1)
1,229,913
D
Common Stock
1,781,483
I
Folco Development Corpopration
Common Stock
381,178
I
Foley Family Charitable Foundation
Page 2
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
(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)
Code
V
(A)
(D)
Stock Option (right to buy)
$8.6091
3/26/03
M
24,343
Stock Option (right to buy)
$4.306
3/26/03
A
27,302
Stock Option (right to buy)
$8.546
3/26/03
A
3,783
Stock Option (right to buy)
$12.247
3/26/03
A
18,916
Stock Option (right to buy)
Page 3
Table II - Derivative Securities
Acquired, Disposed of, or Beneficially Owned - Continued
(e.g., puts, calls, warrants, options, convertible securities)
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)
Date
Exercisable
Expiration
Date
Title
Amount or
Number of
Shares
4/13/94
4/12/03
Common Stock
265,733
241,390
D
10/4/01
10/4/10
Common Stock
46,819
(2)
27,302
D
6/12/02
6/12/11
Common Stock
5,675
(3)
3,783
D
9/26/02
9/26/11
Common Stock
28,375
(4)
18,916
D
2,837,378(5)
D
Explanation of Responses:
(1) Received in exchange for 693,141 shares of ANFI, Inc. common stock in connection with merger of ANFI, Inc. into FNF (the "Merger"). On the effective date of the Merger, the closing price of ANFI, Inc.'s common stock was $15.37 per share, and the closing price of FNF's common stock of $33.73 per share.
(2) Received in the Merger in exchange for a stock option to acquire 60,137 shares of ANFI, Inc. common stock for $1.95 per share.
(3) Received in the Merger in exchange for a stock option to acquire 8,333 shares of ANFI, Inc. common stock for $3.88 per share.
(4) Received in the Merger in exchange for a stock option to acquire 41,666 shares of ANFI, Inc. common stock for $5.56 per share.
(5) Reflects Reporting Person's total Derivative Securites of FNF as of March 26, 2003.
/s/ William P. Foley II
3/31/2003
**Signature of Reporting Person
Date
**
Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and
15 U.S.C. 78ff(a).
Note:
File three copies of this Form, one of which must be manually
signed. If space is insufficient, see Instruction 6 for procedure.
Page 4