0001209191-20-033873.txt : 20200603 0001209191-20-033873.hdr.sgml : 20200603 20200603133835 ACCESSION NUMBER: 0001209191-20-033873 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: Wasgatt Bonnie CENTRAL INDEX KEY: 0001777091 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 20939549 MAIL ADDRESS: STREET 1: 601 LOCUST STREET STREET 2: 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 0001777091 Wasgatt Bonnie 4TH FLOOR BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN E9 E9KY1-1102 CAYMAN ISLANDS 0 1 0 0 EVP, COO of Subsidiary Ordinary Shares 2020-06-01 4 D 0 4127 D 0 D Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 106251 D 2026-05-20 Ordinary Shares 106251 0 D Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 141667 D 2026-05-20 Ordinary Shares 141667 0 D Employee Stock Option (right to buy) 10.00 2020-06-01 4 D 0 37500 D 2026-05-20 Ordinary Shares 37500 0 D Employee Stock Option (right to buy) 7.16 2020-06-01 4 D 0 13645 D 2026-08-06 Ordinary Shares 13645 0 D Employee Stock Option (right to buy) 7.16 2020-06-01 4 D 0 18192 D 2026-08-06 Ordinary Shares 18192 0 D Employee Stock Option (right to buy) 7.16 2020-06-01 4 D 0 18192 D 2026-08-06 Ordinary Shares 18192 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 141,667 shares was granted pursuant to the 2017 Omnibus Incentive Plan and vests in four equal annual installments beginning on March 15, 2020. 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 141,667 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 five specified price hurdles of $12.75, $14.75, $17 and $20, respectively, and (b) the end of four one year periods ending March 15, 2020, 2021, 2022 and 2023, respectively. Stock option to buy 37,500 shares was granted pursuant to the 2017 Omnibus Incentive Plan and becomes exercisable, if at all, in four 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 $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 18,193 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 18,192 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. Stock option to buy 18,192 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. /s/ Tessa Cantonwine, Attorney-in-Fact 2020-06-03