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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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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*
THOMPSON CARY H
(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 13,303 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 13,303 D $0 0 D
FNF Group Common Stock 06/30/2014 J(2) V 13,303 A $0 30,573 D
FNFV Group Common Stock 06/30/2014 J(2) V 4,433 A $0 4,433 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) $14.06 06/30/2014 J(3) V 3,333 (4) 11/23/2016 Common Stock 3,333 $0 0 D
Common Stock (right to purchase) $22.59 06/30/2014 J(3) V 5,115 (5) 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 (6) 11/21/2020 Common Stock 29,749 $0 0 D
FNF Group Stock Option (right To Purchase) $12.22 06/30/2014 J(3) V 3,838 (4) 11/23/2016 FNF Group Common Stock 3,838 $0 3,838 D
FNF Group Stock Option (right To Purchase) $19.62 06/30/2014 J(3) V 5,889 (5) 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 (6) 11/21/2020 FNF Group Common Stock 34,253 $0 34,253 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 on November 23, 2010.
5. The option vests in three equal annual installments beginning November 8, 2013.
6. The options vest in three equal annual installments beginning November 21, 2014.
/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
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 18th day
 of August, 2014.
							____________________________

/s/ Cary H. Thompson