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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Livermore George Stone 4 FIRST AMERICAN WAY SANTA ANA, CA 92707 |
Executive Vice President | |||
| /s/ Corinna Cherian, Attorney-in-Fact for George Stone Livermore | 11/29/2010 | |
| **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) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.85 to $18.869, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| (2) | Includes 107,201 time-based restricted stock units (each a "TBRSU"). The reporting person received awards of TBRSUs on March 5, 2007, March 4, 2008, March 4, 2009, and March 3, 2010. Each of the previously reported TBRSU awards vests in five equal annual increments, commencing on the first anniversary of the grant date. |
| (3) | Includes 35,314 performance-based restricted stock units (each a "PBRSU"), which vest only upon the Issuer's achievement of certain financial performance objectives. The relevant performance period will commence on January 1, 2011, and end on December 31, 2015. If during any calendar year of the performance period, the Issuer achieves one or more of the financial performance objectives that have not previously been achieved, a specified number of shares underlying the previously reported PBRSUs will vest and become payable on December 31 of that year. |
| (4) | Amount shown consists of shares contributed by Issuer as company match, shares purchased for reporting person's account and shares acquired through automatic reinvestment of dividends paid as reported in most recent account statement in transactions exempt under rules 16a-3(f)(1)(i)(B) and 16b-3(c). |
| (5) | The shares are held by the 1992 Livermore Family Trust, of which the reporting person serves as the trustee. |