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^*

HILL MELISSA A

(Last)

(First)

(Middle)

LANDAMERICA FINANCIAL GROUP, INC.

5600 COX ROAD

(Street)

GLEN ALLEN

23060

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LANDAMERICA FINANCIAL GROUP INC [ LFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President-Residential Services

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2008

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	12/22/2008		M⁽¹⁾		325	A	$0	16,816	D
Common Stock	12/22/2008		M⁽¹⁾		316	A	$0	17,132	D
Common Stock	12/22/2008		M⁽¹⁾		2,142	A	$0	19,274	D
Common Stock	12/22/2008		M⁽¹⁾		4,200	A	$0	23,474	D
Common Stock	12/22/2008		D⁽¹⁾		6,983	D	$0.07	16,491	D
Common Stock								257.095	I	By 401(k) plan
Common Stock								984.9313	I	by ESPP

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)
Phantom Stock	$0	12/22/2008		M⁽¹⁾			325	12/22/2008	02/28/2009	Common Stock	325	$0.07	0	D
Phantom Stock	$0	12/22/2008		M⁽¹⁾			316	12/22/2008	02/28/2010	Common Stock	316	$0.07	0	D
Phantom Stock	$0	12/22/2008		M⁽¹⁾			2,142	12/22/2008	02/28/2011	Common Stock	2,142	$0.07	0	D
Phantom Stock	$0	12/22/2008		M⁽¹⁾			4,200	12/22/2008	02/28/2012	Common Stock	4,200	$0.07	0	D

Explanation of Responses:

1. The phantom stock units disposed were cash units that fully vested upon closing the sale of Lawyers Title Insurance Corporation, Commonwealth Land Title Insurance Company, and United Capital Title Insurance Company to the Fidelity National Financial family of companies, which were inadvertently not reported following the event. The units were hypothetically converted to common stock and hypothetically sold at the closing price on the closing date, with the insider receiving cash for the value of the units.

	By: Anna M. King For: Melissa A. Hill	01/20/2009
	** 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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