FGL (FGLHF) Form 4 FGL / Jonathan Bayer 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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X

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^*

Bayer Jonathan

(Last) (First) (Middle)

4TH FLOOR

BOUNDARY HALL, CRICKET SQUARE

(Street)

GRAND CAYMAN E9 KY 1-1102

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Head of Corp Dev, Strategy

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)

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	06/01/2020		D		4,712	D	(1)	0	D

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
Employee Stock Option (right to buy)	$7.04	06/01/2020		D			879,840	(2)	12/21/2025	Ordinary Shares	879,840	(3)	0	D
Employee Stock Option (right to buy)	$10	06/01/2020		D			529,486	(4)	12/21/2025	Ordinary Shares	529,486	(3)	0	D
Employee Stock Option (right to buy)	$10	06/01/2020		D			306,738	(5)	12/21/2025	Ordinary Shares	306,738	(3)	0	D

Explanation of Responses:

1. 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"). Each Ordinary Share (including restricted shares that converted into Ordinary Shares in connection with the Merger) was disposed of in exchange for the right to receive $12.50 in cash or 0.2558 shares of FNF Common Stock on the effective date of the Merger, all in accordance with the Merger Agreement.

2. Stock option to buy 1,099,800 shares was granted as an inducement award pursuant to the 2017 Omnibus Incentive Plan. Fifty percent of this option was scheduled to vest in five equal annual installments beginning on December 21, 2019, subject to continued employment. The remaining fifty percent was scheduled to vest in five equal installments beginning on December 21, 2019 based on attainment of performance objectives to be established by the board of directors on an annual basis, subject to continued employment.

3. The unexercised portion of this option was converted in the Merger into a new option to purchase shares of FNF Common Stock, all in accordance with the Merger Agreement.

4. Stock option to buy 700,200 shares was granted as an inducement award pursuant to the 2017 Omnibus Incentive Plan. Fifty percent of this option was scheduled to vest in five equal annual installments beginning on December 21, 2019, subject to continued employment. The remaining fifty percent was scheduled to vest in five equal installments beginning on December 21, 2019 based on attainment of performance objectives to be established by the board of directors on an annual basis, subject to continued employment.

5. Stock option to buy 306,738 shares was granted as an inducement award. Fifty percent of this option was scheduled to vest in three equal annual installments beginning on March 15, 2021 based on attainment of specified return on equity performance metrics, subject to continued employment. The remaining fifty percent was scheduled to vest in five equal installments beginning on March 15, 2020 based on attainment of specified minimum stock prices, subject to continued employment.

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.
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