| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
FIRST AMERICAN CORP
[FAF] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | Business Segment President |
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3. Date of Earliest Transaction (Month/Day/Year)
05/01/2009 |
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 |
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| 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 |
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Common Stock
| 05/01/2009 | | S | |
7,875
| D | $
27.51
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52,508
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D
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Common Stock
| | | | | | | |
5,268.112
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I
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By 401(k) Plan Trust
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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 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) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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Employee Stock Option (Right to Buy)
| $
30.8
| | | | | | | 12/14/2001 | 12/14/2010 |
Common Stock
|
4,000
| |
4,000
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D
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Employee Stock Option (Right to Buy)
| $
19.2
| | | | | | | 12/13/2002 | 12/13/2011 |
Common Stock
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20,000
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20,000
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D
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Employee Stock Option (Right to Buy)
| $
19.1
| | | | | | | 07/23/2003 | 07/23/2012 |
Common Stock
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10,000
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10,000
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D
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Employee Stock Option (Right to Buy)
| $
22.85
| | | | | | | 02/27/2004 | 02/27/2013 |
Common Stock
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50,000
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50,000
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D
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Employee Stock Option (Right to Buy)
| $
30.56
| | | | | | | 02/26/2005 | 02/26/2014 |
Common Stock
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50,000
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50,000
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D
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Employee Stock Option (Right to Buy)
| $
36.55
| | | | | | | 02/28/2006 | 02/28/2015 |
Common Stock
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50,000
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50,000
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D
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Employee Stock Option (Right to Buy)
| $
47.49
| | | | | | | 12/08/2006 | 12/08/2015 |
Common Stock
|
50,000
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50,000
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D
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| Explanation of Responses: |
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Remarks:
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| /s/ Stacy S. Rentner, Attorney-in-Fact for Barry M. Sando | 05/05/2009 |
| ** 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).
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| 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. |
Power of Attorney
Know all by these presents, that the undersigned (the "Reporting Person")
hereby constitutes and appoints each of Kenneth D. DeGiorgio, Jeffrey S.
Robinson, Stacy S. Rentner and Susan Vivino, signing singly, as the Reporting
Person?s true and lawful attorney-in-fact to:
(1)prepare, execute in the Reporting Person's name and on the Reporting
Person's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the Reporting
Person to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934, the rules thereunder
or any rule or regulation of the SEC;
(2)execute for and on behalf of the Reporting Person, in the Reporting
Person's capacity as an officer and/or director of The First American
Corporation, a California corporation (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder, and any other forms or reports the Reporting Person may be
required to file in connection with the Reporting Person?s ownership,
acquisition, or disposition of securities of the Company;
(3)do and perform any and all acts for and on behalf of the Reporting
Person which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, or other form or report, and timely file such form or report
with the SEC and any stock exchange or similar authority; and
(4)take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, and in the best interest of, or legally required by, the Reporting
Person, it being understood that the documents executed by such
attorney-in-fact on behalf of the Reporting Person pursuant to this Power
of Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in fact may approve in such attorney-in-fact's discretion.
The Reporting Person hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the Reporting Person might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The Reporting Person
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the Reporting Person, are not assuming, nor is the Company
assuming, any of the Reporting Person?s responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
Reporting Person is no longer required to file Forms 3, 4 and 5 with respect
to the Reporting Person's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the Reporting Person in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the Reporting Person has caused this Power of Attorney
to be executed as of this 23rd day of March, 2009.
/s/ Barry Sando
Signature
Barry Sando
Print Name