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^*

QUIRK RAYMOND R

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2014

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)
FNF Group Common Stock	09/17/2014		M		150,000	A	$11.85	416,675.8379	D
FNF Group Common Stock	09/17/2014		S		150,000	D	$28.132⁽¹⁾	266,675.8379⁽²⁾	D
FNF Group Common Stock								472.35⁽³⁾	I	401(k) account
FNF Group Common Stock								1,035,630	I	Quirk 2002 Trust
FNF Group Common Stock								47,193	I	Raymond Quirk 2004 Trust

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)
FNF Group Stock Option (right To Purchase)	$11.85	09/17/2014		M			150,000	⁽⁴⁾	11/08/2015	FNF Group Common Stock	150,000	$0	310,570	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $27.99 to 28.19. The price represents the weighted average sales price of the shares. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

2. Amount adjusted to reflect shares acquired under the registrant's Employee Stock Purchase Plan.

3. Amount adjusted to reflect changes in the reporting person's holdings through the registrant's 401(k) Plan.

4. The options vested in three equal annual installments beginning 11-8-08.

	/s/ Michael L. Gravelle, as attorney-in-fact	09/18/2014
	** 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
ndersigned?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
tock 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 16th
 day of September, 2104.
							____________________________

/s/ Raymond R. Quirk