0001585064-17-000094.txt : 20171201 0001585064-17-000094.hdr.sgml : 20171201 20171201164509 ACCESSION NUMBER: 0001585064-17-000094 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171130 FILED AS OF DATE: 20171201 DATE AS OF CHANGE: 20171201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Young Wendy J.B. CENTRAL INDEX KEY: 0001591222 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36227 FILM NUMBER: 171234654 MAIL ADDRESS: STREET 1: TWO RUAN CENTER STREET 2: 601 LOCUST STREET, 14TH FLOOR CITY: DES MOINES STATE: IA ZIP: 50309 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Fidelity & Guaranty Life CENTRAL INDEX KEY: 0001585064 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 463489149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: TWO RUAN CENTER STREET 2: 601 LOCUST STREET, 14TH FLOOR CITY: DES MOINES STATE: IA ZIP: 50309 BUSINESS PHONE: 800-445-6758 MAIL ADDRESS: STREET 1: TWO RUAN CENTER STREET 2: 601 LOCUST STREET, 14TH FLOOR CITY: DES MOINES STATE: IA ZIP: 50309 4 1 wf-form4_151216469520943.xml FORM 4 X0306 4 2017-11-30 1 0001585064 Fidelity & Guaranty Life FGL 0001591222 Young Wendy J.B. TWO RUAN CENTER 601 LOCUST STREET, 14TH FLOOR DES MOINES IA 50309 0 1 0 0 SVP and Chief Risk Officer Common Stock 2017-11-30 4 D 0 7701 D 0 D Common Stock 2017-11-30 4 D 0 100 D 0 I By son FGL Stock Option 17.0 2017-11-30 4 D 0 5454 D 2016-12-12 2020-12-12 Common Stock 5454.0 0 D FGL Stock Option 24.87 2017-11-30 4 D 0 3528 D 2021-12-01 Common Stock 3528.0 0 D FGLH Stock Option 49.45 2017-11-30 4 D 0 3117 D 2015-12-31 2020-01-29 Common Stock 3117.0 0 D On November 30, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of May 24, 2017 (the Merger Agreement), as amended, by and among Fidelity & Guaranty Life (the Company), CF Corporation (CF Corp), FGL US Holdings Inc., an indirect wholly owned subsidiary of CF Corp (Parent), and FGL Merger Sub Inc., a direct wholly owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company, with the Company continuing as the surviving entity, which became an indirect, wholly owned subsidiary of CF Corp (the Merger). Includes restricted stock rights (each, an RSR) that were outstanding immediately prior to the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock, par value $0.01, of the Company (Company Common Stock) was canceled and converted automatically into the right to receive $31.10 in cash, without interest. Each RSR that was outstanding immediately prior to the Merger (whether vested or unvested) fully vested and was canceled in exchange for an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such RSR multiplied by (ii) $31.10, without interest and less applicable taxes. Each Company stock option (FGL Stock Option) that was outstanding and unexercised immediately prior to the effective time of the Merger (whether vested or unvested) fully vested and was canceled in exchange for an amount in cash equal to the product of (i) the total number of shares of Company Common Stock underlying such FGL Stock Option multiplied by (ii) the excess, if any, of $31.10 over the exercise price per share of such FGL Stock Option, without interest and less applicable taxes. Each FGL Stock Option vests in three equal annual installments on December 1, 2015, 2016 and 2017, subject to continued employment through such date. Each stock option relating to shares of Fidelity & Guaranty Life Holdings, Inc. (FGLH), a subsidiary of the Company (FGLH Stock Option) entitles the reporting person to receive, upon exercise, a cash payment equal to the excess of the fair market value of a share of FGLH common stock, over the exercise price of the option. The fair market value of a share of FGLH common stock was in part derived from the value of the Company Common Stock. The FGLH Stock Option that was outstanding and unexercised immediately prior to the effective time of the Merger (whether vested or unvested) fully vested and was canceled in exchange for an amount in cash equal to the product of (i) the total number of FGLH shares underlying such FGLH Stock Option multiplied by (ii) the excess, if any, of $176.32 over the exercise price per share of such FGLH Stock Option, without interest and less applicable taxes. Eric Marhoun as Attorney-in-Fact 2017-12-01