0001662378-19-000002.txt : 20190814 0001662378-19-000002.hdr.sgml : 20190814 20190814160148 ACCESSION NUMBER: 0001662378-19-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190812 FILED AS OF DATE: 20190814 DATE AS OF CHANGE: 20190814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blunt Christopher O CENTRAL INDEX KEY: 0001662378 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37779 FILM NUMBER: 191026087 MAIL ADDRESS: STREET 1: 51 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FGL Holdings CENTRAL INDEX KEY: 0001668428 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 981354810 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4TH FLOOR STREET 2: BOUNDARY HALL, CRICKET SQUARE CITY: GRAND CAYMAN STATE: E9 ZIP: KY 1-1102 BUSINESS PHONE: 410-895-0100 MAIL ADDRESS: STREET 1: 4TH FLOOR STREET 2: BOUNDARY HALL, CRICKET SQUARE CITY: GRAND CAYMAN STATE: E9 ZIP: KY 1-1102 FORMER COMPANY: FORMER CONFORMED NAME: CF Corp DATE OF NAME CHANGE: 20160302 4 1 wf-form4_156581289141434.xml FORM 4 X0306 4 2019-08-12 0 0001668428 FGL Holdings FG 0001662378 Blunt Christopher O 4TH FLOOR BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN E9 KY1-1102 CAYMAN ISLANDS 1 1 0 0 President and CEO Ordinary Shares 2019-08-12 4 P 0 100000 7.36 A 220000 D Ordinary Shares 2019-08-14 4 P 0 5000 7.17 A 225000 D Ordinary Shares 2019-08-14 4 P 0 5000 7.19 A 230000 D Employee Stock Option 7.04 2025-12-21 Ordinary Shares 1756800.0 1756800 D Employee Stock Option 10.0 2025-12-21 Ordinary Shares 1443200.0 1443200 D Employee Stock Option 10.0 2025-12-21 Ordinary Shares 613476.0 613476 D 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. 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. 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. 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. 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. /s/ Tessa Cantonwine, Attorney-in-Fact 2019-08-14 EX-24 2 ex-24.htm BLUNT FGL HOLDINGS POA

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Eric L. Marhoun, Jerome Borden, Maria Sears, and Tessa Cantonwine and each of them individually, the undersigned's true and lawful attorney-in-fact to:
(1)    execute for and on behalf of the undersigned, in the undersigned's capacity as an Officer and/or Director of FGL Holdings (the "Company"), (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules thereunder (a "Section 16 Form"), and (ii) a Form ID and any other forms required to be filed or submitted in accordance with Regulation S-T promulgated by the United States Securities and Exchange Commission (or any successor provision) in order to file a Section 16 Form electronically (a "Form ID", and, together with a Section 16 Form, the "Forms and Schedules");
(2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and Schedules, complete and execute any amendment or amendments thereto, and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of each such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as he or she may approve in his or her discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that each such attorney-in-fact is serving in such capacity at the request of the undersigned, and is not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.
The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Forms and Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
From and after the date hereof, any Power of Attorney previously granted by the undersigned concerning the subject matter hereof is hereby revoked.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of December, 2018.

/s/ Christopher Blunt