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*
KERR JANET

(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)
03/03/2016
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
FNF Group Common Stock 03/03/2016 A 4,650(1) A $32.26 4,650 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
Explanation of Responses:
1. Grant of restricted common stock vesting in three equal annual installments beginning on March 3, 2017.
/s/ Michael L. Gravelle, as attorney-in-fact 03/07/2016
** 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).
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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 __________ day
 of ___________________, 2016.

____________________________


/s/ Janet Kerr