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)
06/30/2014

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)
Common Stock	06/30/2014		J⁽¹⁾	V	14,508	D	$0	41,229	D
FNF Group Common Stock	06/30/2014		J⁽¹⁾	V	17,270	A	$0	17,270	D
Common Stock	06/30/2014		J⁽²⁾	V	41,229	D	$0	0	D
FNF Group Common Stock	06/30/2014		J⁽²⁾	V	41,229	A	$0	58,499	D
FNFV Group Common Stock	06/30/2014		J⁽²⁾	V	13,741	A	$0	13,741	D

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)
Common Stock (right to purchase)	$7.09	06/30/2014		J⁽³⁾	V		42,667	⁽⁴⁾	10/27/2016	Common Stock	42,667	$0	0	D
Common Stock (right to purchase)	$13.65	06/30/2014		J⁽³⁾	V		21,333	⁽⁵⁾	11/08/2015	Common Stock	21,333	$0	0	D
Common Stock (right to purchase)	$14.06	06/30/2014		J⁽³⁾	V		10,000	⁽⁶⁾	11/23/2016	Common Stock	10,000	$0	0	D
Common Stock (right to purchase)	$22.59	06/30/2014		J⁽³⁾	V		5,115	⁽⁷⁾	11/08/2019	Common Stock	5,115	$0	0	D
Common Stock (right to purchase)	$27.9	06/30/2014		J⁽³⁾	V		29,749	⁽⁸⁾	11/21/2020	Common Stock	29,749	$0	0	D
FNF Group Stock Option (right To Purchase)	$11.85	06/30/2014		J⁽³⁾	V	24,563		⁽⁵⁾	11/08/2015	FNF Group Common Stock	24,563	$0	24,563	D
FNF Group Stock Option (right To Purchase)	$6.16	06/30/2014		J⁽³⁾	V	49,127		⁽⁴⁾	10/27/2016	FNF Group Common Stock	49,127	$0	49,127	D
FNF Group Stock Option (right To Purchase)	$12.22	06/30/2014		J⁽³⁾	V	11,514		⁽⁶⁾	11/23/2016	FNF Group Common Stock	11,514	$0	11,514	D
FNF Group Stock Option (right To Purchase)	$19.62	06/30/2014		J⁽³⁾	V	5,889		⁽⁷⁾	11/08/2019	FNF Group Common Stock	5,889	$0	5,889	D
FNF Group Stock Option (right To Purchase)	$24.24	06/30/2014		J⁽³⁾	V	34,253		⁽⁸⁾	11/21/2020	FNF Group Common Stock	34,253	$0	34,253	D
Phantom Stock⁽⁹⁾	⁽¹⁰⁾	06/30/2014		J⁽²⁾	V		7,296.9703	⁽¹¹⁾	⁽¹¹⁾	Common Stock	7,296.9703	$0	0	D
FNF Group Phantom Stock⁽⁹⁾	⁽¹⁰⁾	06/30/2014		J⁽²⁾	V	7,296.9703		⁽¹¹⁾	⁽¹¹⁾	FNF Group Common Stock	7,296.9703	$0	7,296.9703	D
FNFV Group Phantom Stock⁽⁹⁾	⁽¹⁰⁾	06/30/2014		J⁽²⁾	V	2,432.08		⁽¹¹⁾	⁽¹¹⁾	FNFV Group Common Stock	2,432.08	$0	2,432.08	D

Explanation of Responses:

1. Pursuant to a reclassification exempt under Rule 16b-7, restricted shares of Old FNF common stock outstanding on June 30, 2014 were reclassified into an equal number of restricted shares of FNF Group common stock, plus an additional number of restricted shares of FNF Group common stock with an initial value equal to the value of the FNFV Group common stock the holder would have otherwise received. The number of additional shares of FNF Group common stock was determined using the volume weighted average prices of FNF Group common stock and FNFV Group common stock over the three trading days immediately following the reclassification. Restricted stock awards were rounded down to the nearest share and cash was issued in lieu of fractional restricted shares.

2. Pursuant to a reclassification exempt under Rule 16b-7, shares of FNF common stock outstanding on June 30, 2014 (the "Old FNF common stock") were reclassified into one share of FNF Group common stock and 0.3333 shares of FNFV Group common stock. Cash was issued in lieu of fractional shares of FNF Group or FNFV Group common stock.

3. Pursuant to a reclassification exempt under Rule 16b-7, stock options to purchase shares of Old FNF common stock outstanding on June 30, 2014 were reclassified into stock options to purchase shares of FNF Group common stock. The number of shares and exercise prices of the stock option awards were adjusted to preserve their pre-reclassification intrinsic value using (i) the volume weighted average price of Old FNF common stock over the three trading days immediately preceding the reclassification, and (ii) the volume weighted average price of FNF Group common stock over the three days immediately following the reclassification. Stock options were rounded down to the nearest share and up to the nearest penny, and cash was issued in lieu of options to purchase fractional shares.

4. The option vests in three equal annual installments beginning October 27, 2009.

5. The option vests in four equal annual installments beginning November 8, 2008.

6. The option vests in three equal annual installments beginning on November 23, 2010.

7. The option vests in three equal annual installments beginning November 8, 2013.

8. The options vest in three equal annual installments beginning November 21, 2014.

9. Phantom stock acquired by the reporting person pursuant to the Deferred Compensation Plan.

10. Each share of phantom stock is the economic equivalent of one share of FNF common stock.

11. Shares of phantom stock are payable in cash following the reporting person's termination of service as a director.

	/s/ Michael L. Gravelle, as attorney-in-fact	09/10/2014
	** 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, Colleen Haley 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(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 __________
day of ___________________, 2014.
							____________________________

/s/ Douglas K. Ammerman