Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-20-033872
Date:2020-06-01
Issuer: FGL HOLDINGS (FG)
Original Submission Date:

Reporting Person:

PHELPS II JOHN A.
4TH FLOOR
BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN, E9 KY1-1102

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 10.0 2020-06-01 deemed execution date D 181,709 (d) 2025-05-15 ordinary shares 181,709 $10.00 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 10.0 2020-06-01 deemed execution date D 242,278 (d) 2025-05-15 ordinary shares 242,278 $10.00 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 10.0 2020-06-01 deemed execution date D 76,685 (d) 2025-05-15 ordinary shares 76,685 $10.00 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 7.16 2020-06-01 deemed execution date D 29,169 (d) 2026-08-06 ordinary shares 29,169 $7.16 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 7.16 2020-06-01 deemed execution date D 38,890 (d) 2026-08-06 ordinary shares 38,890 $7.16 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 7.16 2020-06-01 deemed execution date D 38,891 (d) 2026-08-06 ordinary shares 38,891 $7.16 0 direct
Footnotes
IDfootnote
f1 stock option to buy 302,847 shares was granted pursuant to the 2017 omnibus incentive plan and vests in five equal annual installments beginning on march 15, 2019.
f2 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.
f3 stock option to buy 302,847 shares was granted pursuant to the 2017 omnibus incentive plan and 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.
f4 stock option to buy 76,685 shares was granted pursuant to the 2017 omnibus incentive plan and 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.
f5 stock option to buy 38,891 shares was granted pursuant to the 2017 omnibus incentive plan and vests in four equal annual installments beginning on march 15, 2020.
f6 stock option to buy 38,890 shares was granted pursuant to the 2017 omnibus incentive plan and 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.
f7 stock option to buy 38,891 shares was granted pursuant to the 2017 omnibus incentive plan and 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.
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