0001209191-20-033867.txt : 20200603 0001209191-20-033867.hdr.sgml : 20200603 20200603133004 ACCESSION NUMBER: 0001209191-20-033867 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: Currier John David Jr. CENTRAL INDEX KEY: 0001599872 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 20939510 MAIL ADDRESS: STREET 1: 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 0 0001668428 FGL Holdings FG 0001599872 Currier John David Jr. 4TH FLOOR BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN E9 KY1-1102 CAYMAN ISLANDS 0 1 0 0 EVP, Chf Actuary of Subsidiary Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 181709 D 2025-05-15 Ordinary Shares 181709 0 D Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 242278 D 2025-05-15 Ordinary Shares 242278 0 D Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 76685 D 2025-05-15 Ordinary Shares 76685 0 D Employee Stock Option (right to buy) 7.16 2020-06-01 4 D 0 29169 D 2026-08-06 Ordinary Shares 29169 0 D Employee Stock Option (right to buy) 7.16 2020-06-01 4 D 0 38890 D 2026-08-06 Ordinary Shares 38890 0 D Employee Stock Option (right to buy) 7.16 2020-06-01 4 D 0 38891 D 2026-08-06 Ordinary Shares 38891 0 D Stock option to buy 302,847 granted pursuant to the Issuer's 2017 Omnibus Incentive Plan, which vests in five equal annual installments beginning on March 15, 2019. 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. Stock option to buy 302,847 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 76,685 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 38,891 shares was granted pursuant to the 2017 Omnibus Incentive Plan and vests in four equal annual installments beginning on March 15, 2020. Stock option to buy 38,890 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 38,891 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. /s/ Tessa Cantonwine, Attorney-in-Fact 2020-06-03