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