X0306 4 2020-06-01 0001331875 Fidelity National Financial, Inc. FNF 0001058835 HAGERTY THOMAS M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 true Common Stock 2020-06-01 4 A 0 45439 0 A 264946.6 D Warrants (right to buy) 2020-06-01 4 A 0 33333 A 2022-11-30 Common Stock 2944 33333 D Pursuant to the Agreement and Plan of Merger, dated as of February 7, 2020, by and among Fidelity National Financial Inc. (the "Issuer"), 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 the Issuer. Each ordinary share of FGL held by the Reporting Person was converted into the right to receive 0.2558 shares of common stock of the Issuer ("Common Stock"), subject to the proration mechanics set forth in the Merger Agreement (the "Merger Consideration"). The Mergers were effective on June 1, 2020. Upon consummation of the Mergers, each warrant to purchase FGL Ordinary Shares was converted into the right to purchase and receive upon exercise $8.18 in cash and 0.0883 shares of Common Stock (the "Warrants"), which are currently exercisable. In accordance with the Warrant Agreement, dated as of May 19, 2016, between Continental Stock Transfer & Trust Company and CF Corporation pursuant to which the Warrants were issued, if the registered holder of the Warrant properly exercises the Warrant within thirty days following the closing of the Mergers, the exercise price will be reduced from $11.50 to $7.68. /s/ Thomas M. Hagerty 2020-06-03