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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 		 
OMB APPROVAL
OMB Number: 3235-0287
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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*
BICKETT BRENT B
(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)
President
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)
Code V Amount (A) or (D) Price
Common Stock 06/30/2014 J(1) V 8,994.49 D $0 0 I 401(k) Account
FNF Group Common Stock 06/30/2014 J(1) V 8,994.49 A $0 9,045.98(2) I 401(k) account
FNFV Group Common Stock 06/30/2014 J(1) V 2,997.8635 A $0 2,997.8635 I 401(k) account
Common Stock 06/30/2014 J(3) V 118,123 D $0 339,590 D
FNF Group Common Stock 06/30/2014 J(3) V 140,621 A $0 140,621 D
Common Stock 06/30/2014 J(1) V 339,590.1054 D $0 0 D
FNF Group Common Stock 06/30/2014 J(1) V 339,590 A $0 480,211 D
FNFV Group Common Stock 06/30/2014 J(1) V 113,185 A $0 113,185 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock (right to purchase) $13.64 06/30/2014 J(4) V 120,000 (5) 11/08/2015 Common Stock 120,000 $0 0 D
Common Stock (right to purchase) $14.06 06/30/2014 J(4) V 30,000 (6) 11/23/2016 Common Stock 30,000 $0 0 D
Common Stock (right to purchase) $22.59 06/30/2014 J(4) V 51,151 (7) 11/08/2019 Common Stock 51,151 $0 0 D
Common Stock (right to purchase) $27.9 06/30/2014 J(4) V 229,645 (8) 11/21/2020 Common Stock 229,645 $0 0 D
FNF Group Stock Option (right To Purchase) $11.85 06/30/2014 J(4) V 138,171 (5) 11/08/2015 FNF Group Common Stock 138,171 $0 138,171 D
FNF Group Stock Option (right To Purchase) $12.22 06/30/2014 J(4) V 34,542 (6) 11/23/2016 FNF Group Common Stock 34,542 $0 34,542 D
FNF Group Stock Option (right To Purchase) $19.62 06/30/2014 J(4) V 58,896 (7) 11/08/2019 FNF Group Common Stock 58,896 $0 58,896 D
FNF Group Stock Option (right To Purchase) $24.24 06/30/2014 J(4) V 264,419 (8) 11/21/2020 FNF Group Common Stock 264,419 $0 264,419 D
Explanation of Responses:
1. 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.
2. Amount adjusted to reflect changes in the reporting person's holdings through the registrant's 401(k) Plan.
3. 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.
4. 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.
5. The options vested in three equal annual installments beginning 11-8-08.
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.
/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  15th
 day of August, 2014.
							____________________________

/s/ Brent B. Bickett