| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FGL Holdings [ FG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 08/12/2019 | P | 100,000(1) | A | $7.36 | 220,000 | D | |||
| Ordinary Shares | 08/14/2019 | P | 5,000(2) | A | $7.17 | 225,000 | D | |||
| Ordinary Shares | 08/14/2019 | P | 5,000(3) | A | $7.19 | 230,000 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option | $7.04 | (4) | 12/21/2025 | Ordinary Shares | 1,756,800 | 1,756,800 | D | ||||||||
| Employee Stock Option | $10 | (4) | 12/21/2025 | Ordinary Shares | 1,443,200 | 1,443,200 | D | ||||||||
| Employee Stock Option | $10 | (5) | 12/21/2025 | Ordinary Shares | 613,476 | 613,476 | D | ||||||||
| Explanation of Responses: |
| 1. This transaction was executed in multiple trades at an average price of $7.36. The price represents the weighted average sales price of the shares. The reporting person hereby undertakes to provide, upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price. |
| 2. This transaction was executed in multiple trades at an average price of $7.17. The price represents the weighted average sales price of the shares. The reporting person hereby undertakes to provide, upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price. |
| 3. This transaction was executed in multiple trades at an average price of $7.19. The price represents the weighted average sales price of the shares. The reporting person hereby undertakes to provide, upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price. |
| 4. Stock option granted as an inducement award. Fifty percent of such award vests in five equal annual installments beginning on December 21, 2019, subject to continued employment. The remaining fifty percent vests in five equal installments beginning on December 21, 2019 based on attainment of performance objectives to be established by the board of directors on an annual basis, subject to continued employment. |
| 5. Stock option granted as an inducement award. Fifty percent of such award vests in three equal annual installments beginning on March 15, 2021 based on attainment of specified return on equity performance metrics, subject to continued employment. The remaining fifty percent vests in five equal installments beginning on March 15, 2020 based on attainment of specified minimum stock prices, subject to continued employment. |
| Remarks: |
| /s/ Tessa Cantonwine, Attorney-in-Fact | 08/14/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||