|
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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) (7) | $ 20.4 (8) | 12/08/2006(9) | 12/08/2015 | Common Stock | 46,581 | 46,581 | D (10) | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| VALDES MAX O 1 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
EVP & Chief Financial Officer | |||
| /s/ Greg L. Smith, Attorney-in-Fact for Max O. Valdes | 12/03/2010 | |
| **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) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.67 to $14.69, 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. |
| (2) | For informational purposes of reconciliation to prior The First American Corporation ("FAC") Section 16 filings, the 4,578 shares sold were acquired in a pro rata distribution by FAC and the reporting person transferred 764 FAC shares on April 12, 2010, pursuant to a domestic relations agreement. |
| (3) | Includes 7,890 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by FAC on account of an original grant of 7,657 FAC RSUs, of which 3,360 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 03/05/08, the first anniversary of the grant, has been carried over to the issuer RSUs. |
| (4) | Includes 12,175 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 8,030 FAC RSUs, of which 5,184 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 03/04/09, the first anniversary of the grant, has been carried over to the issuer RSUs. |
| (5) | Includes 20,367 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 9,372 FAC RSUs on 03/04/09 and a grant of 1,084 FAC RSUs on 06/22/09, of which 8,672 were unvested at the time of the distribution and shares acquired through automatic dividend reinvestment. The vesting schedule of each of the FAC RSUs, vesting in five equal annual increments commencing 03/04/10, the first anniversary of the grant, has been carried over to the issuer RSUs. |
| (6) | Includes 28,475 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 12,051 FAC RSUs, of which 12,123 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 03/03/11, the first anniversary of the grant, has been carried over to the issuer RSUs. |
| (7) | Option acquired in a pro rata distribution by FAC. |
| (8) | The exercise price is equal to the exercise price of the FAC option held by the reporting person 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. |
| (9) | The vesting schedule of the FAC option, vesting in five equal annual increments commencing 12/08/06, the first anniversary of the grant, has been carried over to the issuer options. |
| (10) | 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. |
| Remarks: Exhibit List: Exhibit 24 - Power of Attorney | |