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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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OMB Number: 3235-0287
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hours per response: 0.5
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*
LANE DANIEL D
(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)
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)
Code V Amount (A) or (D) Price
Common Stock 06/30/2014 J(1) V 14,508 D $0 241,411 D
Common Stock 06/30/2014 J(2) V 241,411 D $0 0 D
FNF Group Common Stock 06/30/2014 J(2) V 241,411 A $0 241,411 D
FNF Group Common Stock 06/30/2014 J(1) V 17,270 A $0 258,681 D
FNFV Group Common Stock 06/30/2014 J(2) V 80,462 A $0 80,462 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 42,667 (4) 10/27/2016 Common Stock 42,667 $0 0 D
Common Stock (right to purchase) $13.64 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
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
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
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 options vest 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 07/22/2014
** 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 acti
on
 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  19th day of
August, 2014.
							____________________________

/s/ Daniel D. Lane