SEC Form 4
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*
Krishnan Rajesh

(Last) (First) (Middle)
4TH FLOOR
BOUNDARY HALL, CRICKET SQUARE

(Street)
GRAND CAYMAN E9 KY1-1102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FGL Holdings [ FG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Investment Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 05/15/2020 M 121,138 A $10 121,138 D
Ordinary Shares 05/15/2020 M 96,910 A $10 218,048 D
Ordinary Shares 05/15/2020 M 15,556 A $7.16 233,604 D
Ordinary Shares 05/15/2020 S 233,604 D $10.27 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 (right to buy) $10 05/15/2020 M 121,138 03/15/2020(1) 03/15/2025 Ordinary Shares 121,138 $0.00 363,417 D
Employee Stock Option (right to buy) $10 05/15/2020 M 96,910 03/15/2020(2) 03/15/2025 Ordinary Shares 96,910 $0.00 387,644 D
Employee Stock Option (right to buy) $7.16 05/15/2020 M 15,556 03/15/2020(3) 08/06/2026 Ordinary Shares 15,556 $0.00 46,669 D
Explanation of Responses:
1. Stock option to buy 484,555 shares was granted pursuant to the 2017 Omnibus Incentive Plan and vests in four equal annual installments beginning on March 15, 2020.
2. Stock option to buy 484,554 shares was granted pursuant to the 2017 Omnibus Incentive Plan and becomes exercisable, if at all, in five 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 $11, $12.75, $14.75, $17 and $20, respectively, and (b) the end of five one year periods ending March 15, 2019, 2020, 2021, 2022 and 2023, respectively.
3. Stock option to buy 62,225 shares was granted pursuant to the 2017 Omnibus Incentive Plan and vests in four equal annual installments beginning on March 15, 2020.
Remarks:
/s/ Tessa Cantonwine, Attorney-in-Fact 05/19/2020
** 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.