First American Financial (FAF) Form 4 First American Financial / Lisa W Cornehl ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cornehl Lisa W

(Last) (First) (Middle)

1 FIRST AMERICAN WAY

(Street)

SANTA ANA CA 92707

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
First American Financial Corp [ FAF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/20/2023		F(1)		44	D	$64.16	13,000.96(2)(3)(4)(5)(6)(7)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Payment of tax liability by withholding securities incident to the vesting of restricted stock units.

2. Includes 69 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 230 RSUs and shares acquired through automatic dividend reinvestment, which vest in four equal annual increments commencing 2/20/2021, the first anniversary of the grant.

3. Includes 288 unvested RSUs acquired pursuant to an original grant of 776 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/18/2022, the first anniversary of the grant.

4. Includes 295 unvested RSUs acquired pursuant to an original grant of 532 RSUs and shares acquired through automatic dividend reinvestment, which vest in four equal annual increments commencing 2/18/2022, the first anniversary of the grant.

5. Includes 1,366 unvested RSUs acquired pursuant to an original grant of 1,694 RSUs and shares acquired through automatic dividend reinvestment, which vest in four equal annual increments commencing 2/22/2023, the first anniversary of the grant.

6. Includes 1,499 unvested RSUs acquired pursuant to an original grant of 2,092 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/22/2023, the first anniversary of the grant.

7. Includes 4,672 unvested RSUs acquired pursuant to an original grant of 4,512 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 2/16/2024, the first anniversary of the grant.

	/s/ Stacy S. Rust, attorney-in fact for Lisa W. Cornehl	12/22/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.