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*
Scanlon George P

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2013
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
Common Stock 10/28/2013 F 25,675 D $27.76 416,111.9454 D
Common Stock 247.39 I 401(k) Account
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
Explanation of Responses:
/s/ Michael L. Gravelle, as attorney-in-fact 10/30/2013
** 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.
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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 26th
 day of August, 2013.
							____________________________
							/s/ George P. Scanlon