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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT 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 2270 (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 at End of Issuer's Fiscal Year (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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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KENNEDY PARKER S 1 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
 X |  |  |  |
/s/ Greg L. Smith, Attorney-in-Fact for Parker S. Kennedy | 01/25/2019 | |
**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 separate gifts of limited partnership interests in Kennedy Enterprises, LLP to 8 individuals. Each gift represents a 0.0135% interest in Kennedy Enterprises. The transaction did not result in the acquisition or disposition of any First American shares by the partnership. |
(2) | The reported securities are held by Kennedy Enterprises, L.P., a limited partnership of which the reporting person is the sole general partner. The reporting person and his wife are also limited partners of the partnership. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
(3) | Includes 935 unvested Restricted Stock Units ("RSUs") acquired pursuant to an original grant of 2,541 RSUs, and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 2/23/17, the first anniversary of the grant. |
(4) | Includes 1,802 unvested RSUs acquired pursuant to an original grant of 1,750 RSUs, and shares acquired through automatic dividend reinvestment, vesting 2/21/19. |
(5) | Pursuant to a power of attorney, the reporting person has investment power over these shares held by his mother in a personal account. She does not share a household with the reporting person. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |