0001209191-20-033871.txt : 20200603
0001209191-20-033871.hdr.sgml : 20200603
20200603133519
ACCESSION NUMBER: 0001209191-20-033871
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200601
FILED AS OF DATE: 20200603
DATE AS OF CHANGE: 20200603
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Marhoun Eric L.
CENTRAL INDEX KEY: 0001591163
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37779
FILM NUMBER: 20939524
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: FGL Holdings
CENTRAL INDEX KEY: 0001668428
STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311]
IRS NUMBER: 981354810
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4TH FLOOR
STREET 2: BOUNDARY HALL, CRICKET SQUARE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY 1-1102
BUSINESS PHONE: 410-895-0100
MAIL ADDRESS:
STREET 1: 4TH FLOOR
STREET 2: BOUNDARY HALL, CRICKET SQUARE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY 1-1102
FORMER COMPANY:
FORMER CONFORMED NAME: CF Corp
DATE OF NAME CHANGE: 20160302
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-06-01
1
0001668428
FGL Holdings
FG
0001591163
Marhoun Eric L.
4TH FLOOR
BOUNDARY HALL, CRICKET SQUARE
GRAND CAYMAN
E9
KY1-1102
CAYMAN ISLANDS
0
1
0
0
General Counsel and Secretary
Ordinary Shares
2020-06-01
4
D
0
5
D
0
D
Employee Stock Option (right to buy)
10.00
2020-06-01
4
D
0
145367
D
2025-05-15
Ordinary Shares
145367
0
D
Employee Stock Option (right to buy)
10.00
2020-06-01
4
D
0
193822
D
2025-05-15
Ordinary Shares
193822
0
D
Employee Stock Option (right to buy)
10.00
2020-06-01
4
D
0
64415
D
2025-05-15
Ordinary Shares
64415
0
D
Employee Stock Option (right to buy)
7.16
2020-06-01
4
D
0
23335
D
2026-08-06
Ordinary Shares
23335
0
D
Employee Stock Option (right to buy)
7.16
2020-06-01
4
D
0
31112
D
2026-08-06
Ordinary Shares
31112
0
D
Employee Stock Option (right to buy)
7.16
2020-06-01
4
D
0
31113
D
2026-08-06
Ordinary Shares
31113
0
D
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.
Stock option to buy 242,278 shares granted pursuant to the 2017 Omnibus Incentive Plan, which vests in five equal annual installments beginning on March 15, 2019.
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.
Stock option to buy 242,277 shares granted pursuant to the 2017 Omnibus Incentive Plan, which 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.
Stock option to buy 64,415 shares granted pursuant to the 2017 Omnibus Incentive Plan, which 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.
Stock option to buy 31,113 shares granted pursuant to the 2017 Omnibus Incentive Plan, which vests in four equal annual installments beginning on March 15, 2020.
Stock option to buy 31,112 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.
Stock option to buy 31,113 shares granted pursuant to the 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.
/s/ Tessa Cantonwine, Attorney-in-Fact
2020-06-03