SEC FORM 4 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
 
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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*
Massey Richard N

(Last) (First) (Middle)
601 RIVERSIDE AVENUE

(Street)
JACKSONVILLE FL 32204

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fidelity National Financial, Inc. [ FNF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2013
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
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
Phantom Stock(1) $0(2) 09/30/2013 A 39.5451 (3) (3) Common Stock 39.5451 $26.6 6,613.941 D
Explanation of Responses:
1. Phantom stock acquired by the reporting person pursuant to the Deferred Compensation Plan.
2. Each share of phantom stock is the economic equivalent of one share of FNF common stock.
3. Shares of phantom stock are payable in cash following the reporting person's termination as service as a director.
/s/ Michael L. Gravelle, as attorney-in-fact 10/02/2013
** 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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POWER OF ATTORNEY
Know all by these presents, that the undersigned
 hereby constitutes and appoints Michael Gravelle, Anthony Park,
 Christie Simpson or Carol Nairn, signing singly, the undersigned?s
 true and lawful attorney in fact to:
(1)	execute for and on behalf of the undersigned,
 in the undersigned?s capacity as an officer and/or director
 of Fidelity National Financial, Inc. (the ?Company?), a Form 3
 (Initial Statement of Beneficial Ownership of Securities),
 Form 4 (Statement of Changes in Beneficial Ownership),
 and/or Form 5 (Annual Statement of Changes in Beneficial
 Ownership), in accordance with Section 16(a) of the
 Securities Exchange Act of 1934 and the rules
 thereunder;
(2)	do and perform any and all acts for and on
 behalf of the undersigned which may be necessary or
 desirable to complete and execute such Form 4 report(s)
 and to timely file such Form(s) with the United States
 Securities and Exchange Commission and any stock exchange
 or similar authority; and
(3)	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, in the
 best interest of, or legally required by, the undersigned,
 it being understood that the documents executed by such
 attorney in fact on behalf of the undersigned 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 undersigned hereby grants to 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 undersigned 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 undersigned
 acknowledges that the foregoing attorney in
 fact, in serving in such capacity at the request
 of the undersigned, is not assuming, nor is the
 Company assuming, any of the undersigned?s
 responsibility to comply with Section 16 of
 the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full
 force and effect until revoked by the undersigned
 in a signed writing delivered to the foregoing
 attorney in fact.
IN WITNESS WHEREOF,  the undersigned has caused
 this Power of Attorney to be executed as of this

 23nd day of August, 2013.


/s/ Richard N. Massey