Advisor Holdings L.L.C. GSO Form 3 FGL / Advisor Holdings L.L.C. GSO ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GSO Aiguille des Grands Montets Fund II LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/30/2017

3. Issuer Name and Ticker or Trading Symbol
FGL Holdings [ FG ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	14,628,906	I	See footnotes⁽¹⁾⁽³⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Ordinary Shares	22,500,000	I	See footnotes⁽²⁾⁽³⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Ordinary Shares	142,111	I	See footnotes⁽⁴⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Ordinary Shares	4,147,302	I	See footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Ordinary Shares	1,442,118	I	See footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Ordinary Shares	50,912	I	See footnotes⁽⁷⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Ordinary Shares	165,079	I	See footnotes⁽⁸⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Ordinary Shares	52,541	I	See footnotes⁽⁹⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Ordinary Shares	113,921	I	See footnotes⁽¹⁰⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Ordinary Shares	24,016	I	See footnotes⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽¹⁴⁾	⁽¹⁴⁾	Ordinary Shares	6,250,000	11.5	I	See footnotes⁽¹⁾⁽³⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series A Cumulative Convertible Preferred Shares	⁽¹⁵⁾	⁽¹⁶⁾	Ordinary Shares	1,061,167⁽¹⁵⁾	⁽¹⁵⁾	I	See footnotes⁽⁴⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series A Cumulative Convertible Preferred Shares	⁽¹⁵⁾	⁽¹⁶⁾	Ordinary Shares	30,968,500⁽¹⁵⁾	⁽¹⁵⁾	I	See footnotes⁽⁵⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series A Cumulative Convertible Preferred Shares	⁽¹⁵⁾	⁽¹⁶⁾	Ordinary Shares	10,768,500⁽¹⁵⁾	⁽¹⁵⁾	I	See footnotes⁽⁶⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series A Cumulative Convertible Preferred Shares	⁽¹⁵⁾	⁽¹⁶⁾	Ordinary Shares	380,167⁽¹⁵⁾	⁽¹⁵⁾	I	See footnotes⁽⁷⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series A Cumulative Convertible Preferred Shares	⁽¹⁵⁾	⁽¹⁶⁾	Ordinary Shares	1,232,667⁽¹⁵⁾	⁽¹⁵⁾	I	See footnotes⁽⁸⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series A Cumulative Convertible Preferred Shares	⁽¹⁵⁾	⁽¹⁶⁾	Ordinary Shares	392,333⁽¹⁵⁾	⁽¹⁵⁾	I	See footnotes⁽⁹⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series A Cumulative Convertible Preferred Shares	⁽¹⁵⁾	⁽¹⁶⁾	Ordinary Shares	850,667⁽¹⁵⁾	⁽¹⁵⁾	I	See footnotes⁽¹⁰⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series A Cumulative Convertible Preferred Shares	⁽¹⁵⁾	⁽¹⁶⁾	Ordinary Shares	179,333⁽¹⁵⁾	⁽¹⁵⁾	I	See footnotes⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾

1. Name and Address of Reporting Person^*

GSO Aiguille des Grands Montets Fund II LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO COF III AIV-5 LP

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO COF III Co-Investment AIV-5 LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

101547

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO Co-Investment Fund-D LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO Credit Alpha Fund LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO Churchill Partners LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO Credit-A Partners LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO Harrington Credit Alpha Fund (Cayman) L.P.

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSO Advisor Holdings L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects securities directly held by CFS Holdings (Cayman), L.P. ("CFS 1").

2. Reflects securities directly held by CFS Holdings II (Cayman), L.P. ("CFS 2").

3. CFS Holdings (Cayman) Manager L.L.C. ("CFS Cayman Manager") is the general partner of CFS 1 and CFS 2. The Managing Member of CFS Cayman Manager is Blackstone Tactical Opportunities LR Associates-B (Cayman) Ltd. ("BTO Cayman"). The controlling shareholder of BTO Cayman is Blackstone Holdings III L.P. ("Blackstone Holdings III"). The general partner of Blackstone Holdings III is Blackstone Holdings III GP L.P. ("Blackstone Holdings III GP"). The general partner of Blackstone Holdings III GP is Blackstone Holdings III GP Management L.L.C. ("Blackstone Holdings III LLC").

4. Reflects securities directly held by GSO Aiguille des Grands Montets Fund II LP ("Aiguille Fund"). GSO Capital Partners LP ("GSO Partners") is the investment manager of Aiguille Fund. GSO Advisor Holdings L.L.C. ("GSO Holdings") is the special limited partner of GSO Partners with the investment and voting power over the securities beneficially owned by GSO Partners. Blackstone Holdings I L.P. ("Blackstone Holdings I") is the sole member of GSO Holdings. Blackstone Holdings I/II GP Inc. ("Blackstone Holdings I/II GP") is the general partner of Blackstone Holdings I.

5. Reflects securities directly held by GSO COF III AIV-5 LP ("GSO AIV-5"). GSO Capital Opportunities Associates III LLC ("GSO III LLC") is the general partner of GSO AIV-5.

6. Reflects securities directly held by GSO COF III Co-Investment AIV-5 LP ("GSO COF AIV-5"). GSO COF III Co-Investment Associates LLC ("GSO COF AIV-5 LLC") is the general partner of GSO COF AIV-5.

7. Reflects securities directly held by GSO Co-Investment Fund-D LP ("GSO D"). GSO Co-Investment Fund-D Associates LLC ("GSO D LLC") is the general partner of GSO D.

8. Reflects securities directly held by GSO Credit Alpha Fund LP ("GSO Alpha"). GSO Credit Alpha Associates LLC ("GSO Alpha LLC") is the general partner of GSO Alpha.

9. Reflects securities directly held by GSO Churchill Partners LP ("GSO Churchill"). GSO Churchill Associates LLC ("GSO Churchill LLC") is the general partner of GSO Churchill.

10. Reflects securities directly held by GSO Credit-A Partners LP ("GSO Credit-A"). GSO Credit-A Associates LLC ("GSO Credit-A LLC") is the general partner of GSO Credit-A

11. Reflects securities directly held by GSO Harrington Credit Alpha Fund (Cayman) L.P. ("GSO Harrington", and collectively, with Aiguille Fund, GSO AIV-V, GSO COF AIV-5, GSO D, GSO Alpha, GSO Churchill and GSO Credit-A, the "GSO Funds"). GSO Harrington Credit Alpha Associates L.L.C. ("GSO Harrington LLC") is the general partner of GSO Harrington.

12. GSO Holdings I L.L.C. ("GSO Holdings I") is the managing member of each of GSO III LLC, GSO COF AIV-5 LLC, GSO D LLC, GSO Alpha LLC, GSO Churchill LLC, GSO Credit-A LLC and GSO Harrington LLC. Blackstone Holdings II L.P. ("Blackstone Holdings II") is the managing member of GSO Holdings I with respect to securities beneficially owned by the GSO Funds. Blackstone Holdings I/II GP Inc. ("Blackstone Holdings I/II GP") is the general partner of Blackstone Holdings II.

13. The Blackstone Group L.P. ("Blackstone") is the controlling shareholder of Blackstone Holdings I/II GP and the sole member of Blackstone Holdings III LLC. Blackstone Management is the general partner of Blackstone. Blackstone Management is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.

14. Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to certain adjustments, at any time commencing 30 days after November 30, 2017. The Warrants will expire on November 30, 2022, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

15. Commencing 10 years after issuance of the Series A Cumulative Preferred Shares (the "Preferred Shares"), and following a failed remarketing event, the GSO Funds will have the right to convert the Preferred Shares into a number of Ordinary Shares as determined by dividing (i) the aggregate liquidation preference (including dividends paid in kind and unpaid accrued dividends) of the Preferred Shares that the GSO Funds wish to convert by (ii) the higher of (a) a 5% discount to the 30-day volume weighted average of the Ordinary Shares following the conversion notice, and (b) the then-current Floor Price. The "Floor Price" will be $8.00 per share during the 11th year post-funding, $7.00 per share during the 12th year post-funding, and $6.00 during the 13th year post-funding and thereafter. The number of Ordinary Shares underlying the Preferred Shares has been calculated using (i) the liquidation preference of the Preferred Shares as of November 30, 2017 and (ii) a Floor Price of $6.00.

16. Series A Preferred Shares do not have a maturity date and are non-callable prior to November 30, 2022.

17. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

18. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

19. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	GSO Aiguille des Grands Montets Fund II LP, By: GSO Capital Partners LP, its investment manager, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	12/11/2017
	GSO COF III AIV-5 LP, By: GSO Capital Opportunities Associates III LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	12/11/2017
	GSO COF III Co-Investment AIV-5 LP, By: GSO COF III Co-Investment Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	12/11/2017
	GSO Co-Investment Fund-D LP, By: GSO Co-Investment Fund-D Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	12/11/2017
	GSO Credit Alpha Fund LP, By: GSO Credit Alpha Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	12/11/2017
	GSO Churchill Partners LP, By: GSO Churchill Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	12/11/2017
	GSO Credit-A Partners LP, By: GSO Credit-A Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	12/11/2017
	GSO Harrington Credit Alpha Fund (Cayman) L.P., By: GSO Harrington Credit Alpha Associates L.L.C., its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	12/11/2017
	GSO Capital Partners LP, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	12/11/2017
	GSO Advisor Holdings L.L.C., By: Blackstone Holdings I L.P., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer	12/11/2017
	** Signature of Reporting Person	Date
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Advisor Holdings L.L.C. GSO Form 3FGL / Advisor Holdings L.L.C. GSO ownership change