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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) (5) | $ 17.6 | 11/23/2010 | M | 35,009 | 12/14/2001(6) | 12/14/2010 | Common Stock | 35,009 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KENNEDY PARKER S 4 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
X | Executive Chairman |
/s/ Corinna Cherian, Attorney-in-Fact for Parker S. Kennedy | 11/24/2010 | |
**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 issuer's 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 December 14, 2010. |
(2) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.36 to $18.57, 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 11,394 time-based restricted stock units (each a "TBRSU"), which are scheduled to vest on March 5, 2011. 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 schedules of these TBRSUs were not changed. |
(4) | Amount shown consists of shares contributed by issuer as company match, shares purchased for 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). |
(5) | On June 1, 2010, pursuant to the anti-dilution provisions of the plan under which the stock option was granted, the number of shares subject to the option and the exercise price of each such option were adjusted in conjunction with the Issuer's spin-off of First American Financial Corporation on that date. The vesting schedule of these Options remains unchanged. |
(6) | The option vested in five equal annual increments commencing 12/14/02, the first anniversary of the grant. |