FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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1. Name and Address of Reporting Person * ARGYROS GEORGE L   2. Issuer Name and Ticker or Trading Symbol First American Financial Corp [FAF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 FIRST AMERICAN WAY 3. Date of Earliest Transaction (Month/Day/Year) 03/20/2013 (Street) SANTA ANA, CA 92707 4. If Amendment, Date 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 (City) (State) (Zip) 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 03/20/2013   A   2,571 A $ 0 24,015 D (1) (2) (3)   Common Stock               7,900 I By GLA Financial Corp. (corp.) Common Stock               106,800 I By HBI (corp.) Common Stock               235,889 I By The Argyros Family Trust (4) Common Stock               1,700 I By Trust For Benefit Of a Sibling (5) Common Stock               1,700 I By Trust For Benefit Of a Sibling (5) Common Stock               125 I UGMA Custodial Account (6)

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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 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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 20.4

12/08/2006

12/08/2015

Common Stock

11,645

11,645

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ARGYROS GEORGE L 1 FIRST AMERICAN WAY SANTA ANA, CA 92707	X

Signatures

/s/ Greg L. Smith, attorney-in-fact for George L. Argyros		03/22/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Includes 1,136 unvested restricted stock units ("RSUs") acquired pursuant to an original grant of 3,247 RSUs and shares acquired through automatic dividend reinvestment, which vest in three equal annual increments commencing 3/21/12, the first anniversary of the grant.
(2)	Includes 2,798 unvested RSUs, acquired pursuant to an original grant of 4,102 RSUs, and shares acquired through automatic dividend reinvestment, vesting in three equal annual increments commencing 3/20/13, the first anniversary of the grant.
(3)	Includes 2,571 unvested RSUs, acquired pursuant to a grant vesting in three equal annual increments commencing 3/20/2014, the first anniversary of the grant.
(4)	The shares are held by the reporting person as a trustee of the revocable Argyros Family Trust for the benefit of the reporting person's family members.
(5)	Includes shares previously owned indirectly through a trust for the benefit of the reporting person's parents ("Parent Trust"). Pursuant to its terms, the Parent Trust automatically split on 9/7/12 into two different trusts for the benefit of the reporting person's siblings, holding an equal number of the issuer's shares. The reporting person serves as trustee.
(6)	The shares are held by the reporting person as custodian of a custodial account established under the Uniform Gifts to Minors Act, for the benefit of the reporting person's grandson.
Remarks: Exhibits: Exhibit A - Power of Attorney

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