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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
Fidelity National Title Group, Inc. [ FNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/24/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/24/2006 | A | 2,057(1) | A | (2) | 4,362(3) | D | |||
Common stock | 10/24/2006 | A | 12,000(4) | A | $0.00 | 16,362 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (right to purchase) | $17.67 | 10/24/2006 | A | 21,981 | (5) | 08/19/2013 | Common Stock | 21,981 | (6) | 21,981 | D | ||||
Stock Option (right to purchase) | $5.6 | 10/24/2006 | A | 7,368 | 02/21/2005 | 02/21/2012 | Common Stock | 7,368 | (7) | 7,368 | D | ||||
Stock Optoin (right to purchase) | $4.8 | 10/24/2006 | A | 8,104 | 04/16/2004 | 04/16/2011 | Common stock | 8,104 | (8) | 8,104 | D | ||||
Stock Option (right to purchase) | $8.26 | 10/24/2006 | A | 10,050 | 12/23/2005 | 12/23/2012 | Common Stock | 10,050 | (9) | 10,050 | D | ||||
Stock Option (right to purchase) | $12.52 | 10/24/2006 | A | 23,753 | (10) | 10/15/2012 | Common Stock | 23,753 | (11) | 23,753 | D | ||||
Stock Option (right to purchase) | $3.18 | 10/24/2006 | A | 6,672 | 11/21/2004 | 11/21/2011 | Common Stock | 6,672 | (12) | 6,672 | D | ||||
Stock Option (right to purchase) | $6.56 | 10/24/2006 | A | 20,017 | 12/23/2005 | 12/23/2012 | Common stock | 20,017 | (13) | 20,017 | D | ||||
Stock Option (right to purchase) | $6.3 | 10/24/2006 | A | 8,898 | 09/24/2005 | 09/24/2012 | Common stock | 8,898 | (14) | 8,898 | D |
Explanation of Responses: |
1. Restricted stock vesting in two equal annual installments on November 18 of 2007 and 2008. |
2. Received in exchange for 2,200 shares of Fidelity National Financial ("FNF") restricted common stock pursuant to the Securities Exchange and Distribution Agreement ("SEDA") between FNF and Fidelity National Title Group, Inc. ("FNT") in connection with the spin-off of FNT. On the effective date of the spin-off, the closing price of FNF's common stock was $20.70 per share, and the closing price of FNT's common stock was $22.23 per share. |
3. Includes 2,305 shares of Fidelity National Title Group, Inc. ("FNT") restricted stock received as a dividend on the effective date of the FNT spin-off. |
4. Grant of restricted common stock vesting in three equal annual installments on October 25 of each of the next three years. |
5. The option vests in three equal annual installments beginning August 19, 2006. |
6. Received pursuant to the SEDA in connection with the spin-off of FNT in exchange for a stock option to acquire 11083 shares of FNF common stock at $35.0376 per share (prior to any anti-dilutive adjustment to the option to account for the spin-off of FNT). |
7. Received pursuant to the SEDA in connection with the spin-off of FNT in exchange for a stock option to acquire 3715 shares of FNF common stock for $11.1019 per share (prior to any anti-dilutive adjustment to the option to account for the spin-off of FNT). |
8. Received pursuant to the SEDA in connection with the spin-off of FNT in exchange for a stock option to acquire 4086 shares of FNF common stock for $9.523 per share (prior to any anti-dilutive adjustment to the option to account for the spin-off of FNT). |
9. received pursuant to the SEDA in connection with the spin-off of FNT in exchange for a stock option to acquire 5067 shares of FNF common stock for $16.3814 per share (prior to any anti-dilutive adjustment to the option to account for the spin-off of FNT). |
10. The option vests in three equal annual installments beginning October 15, 2005. |
11. Received pursuant to the SEDA in connection with the spin-off of FNT in exchange for a stock option to purchase 11976 shares of FNF common stock for $24.8312 per share (prior to any anti-dilutive adjustment to the option to account for the spin-off of FNT). |
12. Received pursuant to the SEDA in connectin with the spin-off of FNT in exchange for a stock option to acquire 3364 shares of FNF common stock for $6.3089 per share (prior to any anti-dilutive adjustment to the option to account for the spin-off of FNT). |
13. Received pursuant to the SEDA in connection with the spin-off of FNT in exchange for a stock option to acquire 10093 shares of FNF common stock for $13.0116 per share (prior to any anti-dilutive adjustment to the option to account for the spin off of FNT). |
14. Received pursuant to the SEDA in connection with the spin-off of FNT in exchange for a stock option to acquire 4486 shares of FNF common stock for $12.4915 per share (prior to any anti-dilutive adjustment to the option to account for the spin-off of FNT). |
Remarks: |
Cary H. Thompson | 10/26/2006 | |
** 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. |