0001104659-20-069578.txt : 20200603
0001104659-20-069578.hdr.sgml : 20200603
20200603203736
ACCESSION NUMBER: 0001104659-20-069578
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: FOLEY WILLIAM P II
CENTRAL INDEX KEY: 0000903213
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32630
FILM NUMBER: 20941725
MAIL ADDRESS:
STREET 1: FIDELITY NATIONAL FINANCIAL, INC.
STREET 2: 601 RIVERSIDE AVENUE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32204
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Fidelity National Financial, Inc.
CENTRAL INDEX KEY: 0001331875
STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361]
IRS NUMBER: 161725106
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 601 RIVERSIDE AVENUE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32204
BUSINESS PHONE: 904-854-8100
MAIL ADDRESS:
STREET 1: 601 RIVERSIDE AVENUE
CITY: JACKSONVILLE
STATE: FL
ZIP: 32204
FORMER COMPANY:
FORMER CONFORMED NAME: Fidelity National Title Group, Inc.
DATE OF NAME CHANGE: 20050630
4
1
a4.xml
4
X0306
4
2020-06-01
0
0001331875
Fidelity National Financial, Inc.
FNF
0000903213
FOLEY WILLIAM P II
601 RIVERSIDE AVENUE
JACKSONVILLE
FL
32204
1
0
0
0
Common Stock
2020-06-01
4
A
0
2619
A
3701167.579
D
Common Stock
2020-06-01
4
A
0
1265826
A
1265826
I
BilCar, LLC
Common Stock
708106
I
Foley Family Charitable Foundation
Common Stock
2245122
I
Folco Development Corporation
Restricted Stock Units
2020-06-01
4
A
0
11927
0
A
Common Stock
3050
11927
D
Pursuant to the Agreement and Plan of Merger, dated as of February 7, 2020, by and among FNF, FGL Holdings ("FGL"), F I Corp. ("Merger Sub I") and F II Corp ("Merger Sub II") (as amended, the "Merger Agreement"), Merger Sub I merged with and into the Issuer (the "First Merger") with FGL surviving the First Merger (the "Surviving Company"), and the Surviving Company then merged with and into Merger Sub II (the "Second Merger" and, together with the First Merger, the "Mergers"), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of FNF. Each ordinary share of FGL held by the reporting person was converted into the right to receive (i) $12.50 in cash or (ii) 0.2558 shares of common stock of FNF at the election of the holder, subject to the proration mechanics set forth in the Merger Agreement (the "Merger Consideration"). The Mergers were effective on June 1, 2020.
Each Restricted Stock Unit represents each FGL Ordinary Share that was granted pursuant to a Company Equity Plan that vests soley on the basis of time, which represents a contingent right to receive the Merger Consideration.
The Restricted Stock Units vested on June 1, 2020, the date of the closing of the Mergers.
/s/ Colleen E. Haley, as attorney-in-fact
2020-06-03