FGL (FGLHF) Form 4 FGL / Ruben Alejandro Castillo 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^*

Castillo Ruben Alejandro

(Last) (First) (Middle)

4TH FLOOR

BOUNDARY HALL, CRICKET SQUARE

(Street)

GRAND CAYMAN E9 E9KY1-1102

(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)
SVP, Chief HR Off of Sub

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		1,491	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)	$10	06/01/2020		D			75,000	(2)	05/20/2026	Ordinary Shares	75,000	(3)	0	D
Employee Stock Option (right to buy)	$7.16	06/01/2020		D			9,632	(4)	08/06/2026	Ordinary Shares	9,632	(3)	0	D
Employee Stock Option (right to buy)	$7.16	06/01/2020		D			12,841	(5)	08/06/2026	Ordinary Shares	12,841	(3)	0	D
Employee Stock Option (right to buy)	$7.16	06/01/2020		D			12,842	(6)	08/06/2026	Ordinary Shares	12,842	(3)	0	D
Employee Stock Option (right to buy)	$10	06/01/2020		D			100,000	(7)	05/20/2026	Ordinary Shares	100,000	(3)	0	D
Employee Stock Option (right to buy)	$10	06/01/2020		D			25,000	(8)	05/20/2026	Ordinary Shares	25,000	(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 purchase 100,000 shares was granted pursuant to the 2017 Omnibus Incentive Plan and vests in four equal annual installments beginning on March 15, 2020.

3. 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.

4. Stock option to purchase 12,842 shares was granted pursuant to the 2017 Omnibus Incentive Plan and vests in four equal annual installments beginning on March 15, 2020.

5. Stock option to purchase 12,841 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.

6. Stock option to purchase 12,842 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.

7. Stock option to buy 100,000 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 five specified price hurdles of $12.75, $14.75, $17 and $20, respectively, and (b) the end of four one year periods ending March 15, 2020, 2021, 2022 and 2023, respectively.

8. Stock option to buy 25,000 shares granted pursuant to the Omnibus Incentive Plan, which becomes exercisable, if at all, in four 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 $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.

Remarks:

	/s/ Tessa Cantonwine, Attorney-in-Fact	06/03/2020
	** Signature of Reporting Person	Date
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