Edgar Filing: Seaton Mark Edward

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Seaton Mark Edward

2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2010

3. Issuer Name and Ticker or Trading Symbol
First American Financial Corp [FAF]

(Last)

(First)

(Middle)

1 FIRST AMERICAN WAY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SANTA ANA,Â CAÂ 92707

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,807	D ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Seaton Mark Edward 1 FIRST AMERICAN WAY SANTA ANA,Â CAÂ 92707	Â	Â	Â Senior Vice President	Â

Signatures

/s/ Greg L. Smith, Attorney-in-Fact for Mark E. Seaton		12/16/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 183 unvested restricted stock units ("RSUs") acquired on June 1, 2010 in a pro rata distribution by The First American Corporation ("FAC") on account of an original grant of 197 FAC RSUs, of which 79 were unvested at the time of the distribution. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 03/30/08, the first anniversary of the grant, has been carried over to the issuer RSUs.
(2)	Includes 1,017 RSUs acquired on June 1, 2010 in a pro rata distribution by FAC on account of an original grant of 719 FAC RSUs, of which 436 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 03/20/09, the first anniversary of the grant, has been carried over to the issuer RSUs.
(3)	Includes 710 RSUs acquired on June 1, 2010 in a pro rata distribution by FAC on account of an original grant of 381 FAC RSUs, of which 305 were unvested at the time of the distribution. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 03/20/10, the first anniversary of the grant, has been carried over to the issuer RSUs.
(4)	Includes 668 RSUs acquired on June 1, 2010 in a pro rata distribution by FAC on account of an original grant of 287 FAC RSUs, all of which were unvested at the time of the distribution. The vesting schedule of the FAC RSUs, vesting in five equal annual increments commencing 03/22/11, the first anniversary of the grant, has been carried over to the issuer RSUs.
(5)	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.
Â Remarks: ExhibitÂ List:Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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