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^*

Rood John D

(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	7,622	D	$0	1,257	D
FNF Group Common Stock	06/30/2014		J⁽¹⁾	V	9,073	A	$0	9,073	D
Common Stock	06/30/2014		J⁽²⁾	V	1,257	D	$0	0	D
FNF Group Common Stock	06/30/2014		J⁽²⁾	V	1,257	A	$0	10,330	D
FNFV Group Common Stock	06/30/2014		J⁽²⁾	V	418	A	$0	418	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)	$27.9	06/30/2014		J⁽³⁾	V		29,749	⁽⁴⁾	11/21/2020	Common Stock	29,749	$0	0	D
FNF Group Stock Option (right To Purchase)	$24.24	06/30/2014		J⁽³⁾	V	34,253		⁽⁴⁾	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 options vest in three equal annual installments beginning November 21, 2014.

	/s/ Michael L. Gravelle, as attorney-in-fact	09/11/2014
	** 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 4(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/ John D. Rood