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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
o
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* (Last, First, Middle)
2.
Issuer Name and Ticker or
Trading Symbol
3.
I.R.S. Identification Number of
Reporting
Person, if an entity (Voluntary)
Heasley, Philip, G.
Fidelity National Financial, Inc. (FNF)
201 North Walnut Street
4.
Statement for Month/Day/Year
5.
If Amendment, Date of Original (Month/Day/Year)
04/08/2003
(Street)
6.
Relationship of Reporting Person(s)
to Issuer (Check All Applicable)
7.
Individual or Joint/Group Filing
(Check Applicable Line)
Wilmington, DE 19801
(City) (State) (Zip)
x
Director
o
10% Owner
x
Form filed by One Reporting Person
o
Officer (give title below)
o
Form filed by More than One Reporting Person
o
Other (specify below)
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).
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
Transactions(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
04/08/2003
M
4,525
A
$10.4091
D
Common Stock
04/08/2003
M
4,525
A
$8.7091
D
Common Stock
04/08/2003
M
4,034
A
$19.30
D
Common Stock
04/08/2003
M
7,334
A
$22.50
D
Common Stock
04/08/2003
S
20,418
D
$35.7538
3,190
D
Page 2
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)
Code
V
(A)
(D)
Stock Option (right to buy)
$10.4091
04/08/2003
M
4,525
Stock Option (right to buy)
$8.7091
04/08/2003
M
4,525
Stock Option (right to buy)
$19.30
04/08/2003
M
4,034
Stock Option (right to buy)
$22.50
04/08/2003
M
7,334
Stock Option (right to buy)
Page 3
Table II - Derivative Securities
Acquired, Disposed of, or Beneficially Owned - Continued
(e.g., puts, calls, warrants, options, convertible securities)
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)
Date
Exercisable
Expiration
Date
Title
Amount or
Number of
Shares
03/20/2000
06/18/2008
Common Stock
4,525
-0-
D
3/20/2000
04/28/2009
Common Stock
4,525
-0-
D
4/16/2002
04/16/2011
Common Stock
12,100
8,066
D
02/21/2002
02/21/2012
Common Stock
11,000
3,666
D
16,732(1)(2)
D
Explanation of Responses:
(1) On May 23,2002 the common stock of Fidelity National Financial, Inc. split eleven for ten, resulting in the Reporting Person's acquisition of additional shares.
(2) Reflects reporting person's total Derivative Securities of FNF as of April 8, 2003.
/s/ Philip G. Heasley
4/8/2003
**Signature of Reporting Person
Date
**
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.
Page 4