|
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) | $ 13.23 (8) | 11/23/2010 | M(1) | 46,581 | 12/14/2001(9) | 12/14/2010 | Common Stock | 46,581 | $ 0 | 0 | D (10) | ||||
| Employee Stock Option (Right to Buy) (7) | $ 7.77 (8) | 12/13/2002(11) | 12/13/2011 | Common Stock | 46,580 | 46,580 | D (10) | ||||||||
| Employee Stock Option (Right to Buy) (7) | $ 9.82 (8) | 02/27/2004(12) | 02/27/2013 | Common Stock | 93,163 | 93,163 | D (10) | ||||||||
| Employee Stock Option (Right to Buy) (7) | $ 13.13 (8) | 02/26/2005(13) | 02/26/2014 | Common Stock | 93,162 | 93,162 | D (10) | ||||||||
| Employee Stock Option (Right to Buy) (7) | $ 15.7 (8) | 02/28/2006(14) | 02/28/2015 | Common Stock | 93,162 | 93,162 | D (10) | ||||||||
| Employee Stock Option (Right to Buy) (7) | $ 20.4 (8) | 12/08/2006(15) | 12/08/2015 | Common Stock | 93,163 | 93,163 | D (10) | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KENNEDY PARKER S 1 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
X | Executive Chairman | ||
| /s/ Jeffrey S. Robinson, Attorney-in-Fact for Parker S. Kennedy | 11/23/2010 | |
| **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 cashless option exercise reported on this Form 4 was executed pursuant to the reporting person's 10b5-1 trading plan described in The First American Corporation's ("FAC") Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2007. The trading plan provides that each option held by the reporting person that is in-the-money after commissions will be exercised automatically on a cashless basis between and including the fifteenth and the first trading day preceding expiration. The options that are the subject of this Form 4 would have expired on 12/14/10. |
| (2) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.52 to $13.90, 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 37,698 shares acquired in a pro rata distribution by FAC. |
| (4) | Includes 23,403 unvested restricted stock units ("RSUs") acquired in a pro rata distribution by FAC on account of an original grant of 45,373 FAC RSUs, of which 19,929 were unvested at the time of the distribution, half of which were converted into issuer RSUs. 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. |
| (5) | Includes 79,691 unvested RSUs acquired in a pro rata distribution by FAC on account of an original grant of 67,444 FAC RSUs, of which 67,850 were unvested at the time of the distribution, half of which were converted into issuer RSUs. 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. |
| (6) | 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). |
| (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 12/14/01, 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. |
| (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 02/27/04, 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 02/26/05, 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 02/28/06, 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 12/08/06, the first anniversary of the grant, has been carried over to the issuer options. |
| Remarks: Pursuant to 10b5-1 trading plan as described in Footnote 1. | |