SEC Filing - Fidelity National Financial

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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^*

Ammerman Douglas K

(Last)

(First)

(Middle)

601 RIVERSIDE AVENUE

(Street)

JACKSONVILLE

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock⁽¹⁾	$0⁽²⁾	09/30/2013		A		316.8669		⁽³⁾	⁽³⁾	Common Stock	316.8669	$26.6	6,433.5027	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).
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 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 22nd day of August, 2013.
							____________________________
							/s/ Douglas K. Ammerman