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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*
Shea Peter O Jr
(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 38,126 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 38,126 D $0 0 D
FNF Group Common Stock 06/30/2014 J(2) V 38,126 A $0 55,396 D
FNFV Group Common Stock 06/30/2014 J(2) V 12,707 A $0 12,707 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) $7.09 06/30/2014 J(3) V 42,667 (4) 10/27/2016 Common Stock 42,667 $0 0 D
Common Stock (right to purchase) $13.64 06/30/2014 J(3) V 21,333 (5) 11/08/2015 Common Stock 21,333 $0 0 D
Common Stock (right to purchase) $14.06 06/30/2014 J(3) V 10,000 (6) 11/23/2016 Common Stock 10,000 $0 0 D
Common Stock (right to purchase) $22.59 06/30/2014 J(3) V 5,115 (7) 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 (8) 11/21/2020 Common Stock 29,749 $0 0 D
FNF Group Stock Option (right To Purchase) $11.85 06/30/2014 J(3) V 24,563 (5) 11/08/2015 FNF Group Common Stock 24,563 $0 24,563 D
FNF Group Stock Option (right To Purchase) $6.16 06/30/2014 J(3) V 49,127 (4) 10/27/2016 FNF Group Common Stock 49,127 $0 49,127 D
FNF Group Stock Option (right To Purchase) $12.22 06/30/2014 J(3) V 11,514 (6) 11/23/2016 FNF Group Common Stock 11,514 $0 11,514 D
FNF Group Stock Option (right To Purchase) $19.62 06/30/2014 J(3) V 5,889 (7) 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 (8) 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 October 27, 2009.
5. The options vested in three equal annual installments beginning 11-8-08.
6. The option vests in three equal annual installments beginning on November 23, 2010.
7. The option vests in three equal annual installments beginning November 8, 2013.
8. The options vest in three equal annual installments beginning November 21, 2014.
/s/ Michael L. Gravelle, as attorney-in-fact 09/17/2014
** 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
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
 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 __________day
of______________, 2014.
							____________________________

/s/ Peter O. Shea, Jr.