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