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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
FNF Group Stock Option (right To Purchase) | $ 14.38 | 11/08/2013 | 11/08/2019 | FNF Group Common Stock | 8,037 | 8,037 (3) | D | ||||||||
FNF Group Stock Option (right To Purchase) | $ 17.76 | (4) | 11/21/2020 | FNF Group Common Stock | 46,751 | 46,751 (3) | D | ||||||||
FNF Group Stock Option (right To Purchase) | $ 21.84 | (5) | 11/03/2021 | FNF Group Common Stock | 16,575 | 16,575 (3) | D | ||||||||
FNF Group Stock Option (right to purchase) | $ 25.53 | (6) | 10/29/2022 | FNF Group Common Stock | 21,414 | 21,414 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
THOMPSON CARY H 601 RIVERSIDE AVENUE JACKSONVILLE, FL 32204 |
X |
/s/ Colleen E. Haley, as attorney-in-fact | 11/01/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Grant of restricted common stock vesting in three equal annual installments beginning October 30, 2018, subject to the achievement of performance criteria specified in the reporting person's award agreement. |
(2) | As a result of an anti-dilution adjustment made in connection with the spinoff of Black Knight Financial Services, Inc. from the registrant, the number of shares subject to each outstanding FNF Group restricted stock award was increased to include an additional number of restricted shares of FNF Group common stock with an initial value equal to the value of Black Knight, Inc. 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 Black Knight, Inc. common stock over the three trading days immediately following the spin-off. Restricted stock awards were rounded down to the nearest share and cash was issued in lieu of fractional restricted shares. |
(3) | As a result of an anti-dilution adjustment made in connection with the spinoff of Black Knight Financial Services, Inc. from the registrant, the number of shares and exercise prices of each outstanding FNF Group stock option award were adjusted to preserve the award's pre-spinoff intrinsic value using (i) the volume weighted average price of FNF Group common stock over the three trading days immediately preceding the spinoff, and (ii) the volume weighted average price of FNF Group common stock over the three days immediately following the spinoff. 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 options vested in three equal annual installments beginning November 21, 2014. |
(5) | The options vest in three equal annual installments beginning November 3, 2015 . |
(6) | The options vest in three equal annual installments beginning October 29, 2016. |