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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*
Gravelle Michael L
(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)
Executive Vice 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 85,010 D $0 110,577.0769 D
FNF Group Common Stock 06/30/2014 J(1) V 101,202 A $0 101,202 D
Common Stock 06/30/2014 J(2) V 110,577.0769 D $0 0 D
FNF Group Common Stock 06/30/2014 J(2) 110,577 A $0 211,779 D
FNFV Group Common Stock 06/30/2014 J(2) V 36,855 A $0 36,855 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) $7.09 06/30/2014 J(3) V 66,667 (4) 10/27/2016 Common Stock 66,667 $0 0 D
Common Stock (right to purchase) $13.64 06/30/2014 J(3) V 40,000 (5) 11/08/2015 Common Stock 40,000 $0 0 D
Common Stock (right to purchase) $14.06 06/30/2014 J(3) V 30,000 (6) 11/23/2016 Common Stock 30,000 $0 0 D
Common Stock (right to purchase) $20.9186 06/30/2014 J(3) V 24,793 (7) 05/31/2016 Common Stock 24,793 $0 0 D
Common Stock (right to purchase) $22.59 06/30/2014 J(3) V 31,586 (8) 11/08/2019 Common Stock 31,586 $0 0 D
Common Stock (right to purchase) $27.9 06/30/2014 J(3) V 219,207 (9) 11/21/2020 Common Stock 219,207 $0 0 D
FNF Group Stock Option (right To Purchase) $18.17 06/30/2014 J(3) V 28,547 (7) 05/31/2016 FNF Group Common Stock 28,547 $0 28,547 D
FNF Group Stock Option (right To Purchase) $11.85 06/30/2014 J(3) V 46,057 (5) 11/08/2015 FNF Group Common Stock 46,057 $0 46,057 D
FNF Group Stock Option (right To Purchase) $6.16 06/30/2014 J(3) V 76,762 (4) 10/27/2016 FNF Group Common Stock 76,762 $0 76,762 D
FNF Group Stock Option (right To Purchase) $12.22 06/30/2014 J(3) 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(3) V 36,368 (8) 11/08/2019 FNF Group Common Stock 36,368 $0 36,368 D
FNF Group Stock Option (right To Purchase) $24.24 06/30/2014 J(3) V 252,400 (9) 11/21/2020 FNF Group Common Stock 252,400 $0 252,400 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 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 May 31, 2007.
8. The option vests in three equal annual installments beginning November 8, 2013.
9. The options vest in three equal annual installments beginning November 21, 2014.
/s/ Michael L. Gravelle, as attorney-in-fact 08/12/2014
** 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,
 Anthony Park 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 14th
day of August, 2014.
							____________________________

/s/ Michael L. Gravelle