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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) (8) | $ 13.23 (9) | 12/14/2001(10) | 12/14/2010 | Common Stock | 46,581 | 46,581 | D (17) | ||||||||
| Employee Stock Option (Right to Buy) (8) | $ 8.25 (9) | 12/13/2002(11) | 12/13/2011 | Common Stock | 18,632 | 18,632 | D (17) | ||||||||
| Employee Stock Option (Right to Buy) (8) | $ 8.21 (9) | 07/23/2003(12) | 07/23/2012 | Common Stock | 13,974 | 13,974 | D (17) | ||||||||
| Employee Stock Option (Right to Buy) (8) | $ 9.82 (9) | 02/27/2004(13) | 02/27/2013 | Common Stock | 116,452 | 116,452 | D (17) | ||||||||
| Employee Stock Option (Right to Buy) (8) | $ 13.13 (9) | 02/26/2005(14) | 02/26/2014 | Common Stock | 116,453 | 116,453 | D (17) | ||||||||
| Employee Stock Option (Right to Buy) (8) | $ 15.7 (9) | 02/28/2006(15) | 02/28/2015 | Common Stock | 139,744 | 139,744 | D (17) | ||||||||
| Employee Stock Option (Right to Buy) (8) | $ 20.4 (9) | 12/08/2006(16) | 12/08/2015 | Common Stock | 139,744 | 139,744 | D (17) | ||||||||
| 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/ Stacy S. Rentner, Attorney-in-Fact for Dennis J. Gilmore | 06/03/2010 | |
| **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) | Includes 212,765 shares acquired pursuant to a grant of performance based restricted stock units, which vest (if the performance criteria have been met) 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 10.9 to the issuer's Current Report on Form 8-K on June 1, 2010. |
| (2) | Includes 134,846 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 57,551 FAC RSUs, of which 57,897 were unvested at the time of the distribution. 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. |
| (3) | Includes 76,356 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 39,504 FAC RSUs, of which 32,784 were unvested at the time of the distribution. 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. |
| (4) | Includes 56,884 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. 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. |
| (5) | Includes 31,651 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 30,948 FAC RSUs, of which 13,590 were unvested at the time of the distribution. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 3/5/08, the first anniversary of the grant, has been carried over to the issuer RSUs. |
| (6) | The number of RSUs acquired in the distribution is equal to the number of unvested FAC RSUs held by the reporting person at the time of the distribution multiplied by $32.84/$14.10, which represents the last FAC trading price divided by the when-issued trading price of the issuer on June 1, 2010. |
| (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). |
| (8) | Option acquired in a pro rata distribution by FAC. |
| (9) | The exercise price is equal to the exercise price of the FAC option held by the reporting price multiplied by $14.10/$32.84, which represents the when-issued trading price of the issuer on June 1, 2010 divided by the last FAC trading price. |
| (10) | The vesting schedule of the FAC option, vesting in five equal annual increments commencing 12/14/01, the first anniversary of the grant, has been carried over to the issuer options. |
| (11) | The vesting schedule of the FAC option, vesting in five equal annual increments commencing 12/13/02, 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 7/23/03, 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 2/27/04, the first anniversary of the grant, has been carried over to the issuer options. |
| (14) | The vesting schedule of the 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. |
| (15) | The vesting schedule of the 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. |
| (16) | 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. |
| (17) | The number of options acquired is equal to the number of FAC options held by the reporting person multiplied by $32.84/$14.10, which represents the last FAC trading price divided by the when-issued trading price of the issuer on June 1, 2010. |