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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CHATHAM J DAVID 4 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
X |
/s/ Corinna Cherian, Attorney-in-Fact for J. David Chatham | 05/20/2011 | |
**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) | Represents a grant of restricted stock units (RSUs) awarded on May 19, 2011 and scheduled to vest on the first anniversary of the grant date. |
(2) | Includes 2.032 unvested RSUs (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 3,047 RSUs on March 3, 2010 scheduled to vest in three equal annual increments that commenced March 3, 2011, the first anniversary of the grant. On June 1, 2010, pursuant to the anti-dilution provisions of the plan under which the RSU award was granted, the number of shares underlying the award was adjusted in conjunction with the Issuer's spin-off of First American Financial Corporation on that date with no change to the original vesting schedule. |
(3) | Includes 1,519 unvested RSUs (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 4,507 RSUs on March 4, 2009 scheduled to vest in three equal annual increments that commenced March 4, 2010, the first anniversary of the grant. On June 1, 2010, pursuant to the anti-dilution provisions of the plan under which the RSU award was granted, the number of shares underlying the award was adjusted in conjunction with the Issuer's spin-off of First American Financial Corporation on that date with no change to the original vesting schedule. |
(4) | Includes 1,076 unvested RSUs (including shares acquired through automatic dividend reinvestment) acquired pursuant to a grant of 3,154 RSUs on June 20, 2008 scheduled to vest in three equal annual increments that commenced June 20, 2009, the first anniversary of the grant. On June 1, 2010, pursuant to the anti-dilution provisions of the plan under which the RSU award was granted, the number of shares underlying the award was adjusted in conjunction with the Issuer's spin-off of First American Financial Corporation on that date with no change to the original vesting schedule. |
(5) | Includes shares acquired through automatic dividend reinvestment prior to June 1, 2010. |