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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FGL Holdings [ FG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (right to buy) | $10 | 06/01/2020 | D | 363,417 | (1) | 03/15/2025 | Ordinary Shares | 363,417 | (2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $10 | 06/01/2020 | D | 387,644 | (3) | 03/15/2025 | Ordinary Shares | 387,644 | (2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $10 | 06/01/2020 | D | 122,695 | (4) | 03/15/2025 | Ordinary Shares | 122,695 | (2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $7.16 | 06/01/2020 | D | 46,669 | (5) | 08/06/2026 | Ordinary Shares | 46,669 | (2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $7.16 | 06/01/2020 | D | 62,225 | (6) | 08/06/2026 | Ordinary Shares | 62,225 | (2) | 0 | D | ||||
| Employee Stock Option (right to buy) | $7.16 | 06/01/2020 | D | 62,225 | (7) | 08/06/2026 | Ordinary Shares | 62,225 | (2) | 0 | D | ||||
| Explanation of Responses: |
| 1. Stock option to buy 484,555 shares granted pursuant to the 2017 Omnibus Incentive Plan, which vests in four equal annual installments beginning on March 15, 2020. |
| 2. Issuer and Fidelity National Financial, Inc. ("FNF") entered into an Agreement and Plan of Merger dated effective February 7, 2020 (the "Merger Agreement"), pursuant to which FNF acquired Issuer on June 1, 2020 (the "Merger"). The unexercised portion of this option was converted in the Merger into an option to purchase shares of FNF Common Stock, all in accordance with the Merger Agreement. |
| 3. Stock option to buy 484,554 shares granted pursuant to the 2017 Omnibus Incentive Plan, which becomes exercisable, if at all, in five equal installments upon the later of (a) the average daily closing price of the Issuer's ordinary shares during any 20 consecutive trading days meeting or exceeding five specified price hurdles of $11, $12.75, $14.75, $17 and $20, respectively, and (b) the end of five one year periods ending March 15, 2019, 2020, 2021, 2022 and 2023, respectively. |
| 4. Stock option to buy 122,695 shares granted pursuant to the 2017 Omnibus Incentive Plan, which becomes exercisable, if at all, in five equal annual installments if the average daily closing price of the Issuer's ordinary shares for 20 consecutive trading days meets or exceeds specified annual price hurdles of $12 for the one year period ending March 15, 2019, $14.50 for the one year period ending March 15, 2020, $17 for the one year period ending March 15, 2021, $21 for the one year period ending March 15, 2022 and $25 for the one year period ending March 15, 2023, respectively. |
| 5. Stock option to buy 62,225 shares granted pursuant to the 2017 Omnibus Incentive Plan, which vests in four equal annual installments beginning on March 15, 2020. |
| 6. Stock option to buy 62,225 shares granted pursuant to the 2017 Omnibus Incentive Plan, which becomes exercisable, if at all, in four equal installments upon the later of (a) the average daily closing price of the Issuer's ordinary shares during any 20 consecutive trading days meeting or exceeding four specified price hurdles of $12.75, $14.75, $17 and $20, respectively, or (b) the end of four one year periods ending March 15, 2020, 2021, 2022 and 2023, respectively. |
| 7. Stock option to buy 62,225 shares granted pursuant to the 2017 Omnibus Incentive Plan, which becomes exercisable, if at all, in three equal annual installments if the Issuer's return on equity meets or exceeds specified annual hurdles of 15.50% for the one year period ending December 31, 2020, 15.75% for the one year period ending December 31, 2021, and 16.00% for the one year period ending December 31, 2022. |
| Remarks: |
| /s/ Tessa Cantonwine, Attorney-in-Fact | 06/03/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||