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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) | $ 18.76 | 06/01/2010 | A | 35,980 | (3) | 05/31/2020 | Common Stock | 35,980 | $ 0 | 35,980 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
THEOLOGIDES STERGIOS 4 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
SVP, General Counsel & Secty |
/s/ Corinna Cherian, Attorney-in-Fact | 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) | Represents a performance-based restricted stock unit ("PBRSU") award which vests only upon the Issuer's achievement of certain financial performance objectives. The relevant performance period will commence on January 1, 2011, and end on December 31, 2015. If during any calendar year of the performance period, the Issuer achieves one or more of the financial performance objectives that have not previously been achieved, a specified number of shares underlying the PBRSUs will vest and become payable on December 31 of that year. |
(2) | Includes 10,038 time-based restricted stock units (each a "TBRSU"). Mr. Theologides received awards of TBRSUs on December 21, 2009 and March 22, 2010. Each of these previously reported TBRSU awards vests in five equal annual increments, commencing on the first anniversary of the grant date. On June 1, 2010, pursuant to the anti-dilution provisions of the plan under which each TBRSU award was granted, the number of TBRSUs underlying each such award was adjusted in conjunction with the Issuer's spin-off of First American Financial Corporation on that date. The vesting schedule of these TBRSUs remains unchanged. |
(3) | This option vests in three equal annual increments commencing June 1, 2012, the second anniversary of the grant date. |
Remarks: Exhibit List: Exhibit 24 - Power of Attorney |