FGL (FGLHF) Form 4 FGL / WILLIAM P FOLEY II ownership change

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^*

FOLEY WILLIAM P II

(Last) (First) (Middle)

STERLING HOUSE

16 WESLEY STREET

(Street)

HAMILTON HM CX D0

(City) (State) (Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2017

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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares(1)	11/30/2017		C		11,090,390	A	(2)	11,090,390	I	See Footnote(3)
Ordinary Shares	11/30/2017		A(4)		2,750,000	A	$10	13,840,390	I	See Footnote(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(2)	11/29/2017		J(5)			30,221	(2)	(2)	Ordinary Shares	(2)	(5)	4,788,081(5)	I	See Footnote(3)
Class B Ordinary Shares	(2)	11/30/2017		C			4,788,081	(2)	(2)	Ordinary Shares	(2)	(2)	0	I	See Footnote(3)
Private Placement Warrants	$11.5	11/29/2017		A(6)		1,500,000		12/30/2017	11/30/2022	Ordinary Shares	1,500,000	$1	17,300,000	I	See Footnote(3)
Private Placement Warrants	$11.5	11/30/2017		A(4)		916,667		12/30/2017	11/30/2022	Ordinary Shares	916,667	(4)	9,566,667(5)	I	See Footnote(3)

Explanation of Responses:

1. Pursuant to a reclassification exemption under Rule 16b-7, the Issuer re-designated each Class A Ordinary Share (par value $0.0001 per share) as Ordinary Shares (par value $0.0001 per share) on November 30, 2017. Therefore, for purposes of this filing, all Class A Ordinary Shares are referred herein as Ordinary Shares.

2. The Class B Ordinary Shares are convertible, as described under the heading "Conversion of Founder Shares" in the CF Corporation's (CF Corporation is a predecessor entity to the Issuer) Schedule 14A (File No. 333-210854) and have no expiration date.

3. Effective on or after November 29, 2017, all Ordinary Shares, Class B Ordinary Shares and Private Placement Warrants ("PPWs") are held by BilCar, LLC ("BilCar"), of which the Reporting Person is the managing member of, as well as the controlling owner. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. On December 1, 2017, BilCar purchased 2,750,000 Ordinary Shares at a purchase price of $10.00 per share from the Issuer. Additionally, BilCar received 916,667 PPWs from the Issuer in connection with this transaction.

5. On November 29, 2017, CF Capital Growth, LLC ("CF Capital") distributed all of its Class B Ordinary Shares and PPWs to its members, except for 30,221 Class B Ordinary Shares, which were transferred to the Issuer's independent directors. The Reporting Person received 4,585,875 Class B Ordinary Shares and 8,650,000 PPWs pursuant to this distribution in the Reporting Person's capacity as a member of CF Capital. As a result, CF Capital no longer directly or indirectly owned any securities or derivative securities of the Issuer. Immediately prior to this distribution, CF Capital forfeited 2,048,030 Class B Ordinary Shares to CF Corporation. Prior to this distribution, the Reporting Person held 202,206 Class B Ordinary Shares through BilCar.

6. Warrants acquired by CF Capital, pursuant to the conversion of a $1,500,000 loan made to CF Corporation pursuant to the convertible note, dated November 29, 2017, between CF Corporation and CF Capital.

	/s/ Joel Rubinstein, Attorney-in-Fact	12/01/2017
	** Signature of Reporting Person	Date
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