SEC Filing - Fidelity National Financial

View:

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
Estimated average burden
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^*

Massey Richard N

(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	112,483	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	112,483	D	$0	0	D
FNF Group Common Stock	06/30/2014		J⁽²⁾	V	112,483	A	$0	129,753	D
FNFV Group Common Stock	06/30/2014		J⁽²⁾	V	37,490	A	$0	37,490	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)	$13.64	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
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		6,725.353	⁽¹¹⁾	⁽¹¹⁾	Common Stock	6,725.353	$0	0	D
FNF Group Phantom Stock⁽⁹⁾	⁽¹⁰⁾	06/30/2014		J⁽²⁾	V	6,725.353		⁽¹¹⁾	⁽¹¹⁾	FNF Group Common Stock	6,725.353	$0	6,725.353	D
FNFV Group Phantom Stock	⁽¹⁰⁾	06/30/2014		J⁽²⁾	V	2,241.56		⁽¹¹⁾	⁽¹¹⁾	FNFV Group Common Stock	2,241.56	$0	2,241.56	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 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 15th
day of August, 2014..
							____________________________

/s/ Richard N. Massey