0001209191-20-033868.txt : 20200603
0001209191-20-033868.hdr.sgml : 20200603
20200603133145
ACCESSION NUMBER: 0001209191-20-033868
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: Fleurant John
CENTRAL INDEX KEY: 0001793382
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37779
FILM NUMBER: 20939518
MAIL ADDRESS:
STREET 1: 601 LOCUST STREET
STREET 2: 14TH FLOOR
CITY: DES MOINES
STATE: IA
ZIP: 50309
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-06-01
1
0001668428
FGL Holdings
FG
0001793382
Fleurant John
4TH FLOOR
BOUNDARY HALL, CRICKET SQUARE
GRAND CAYMAN
PR
E9KY1-1102
PUERTO RICO
0
1
0
0
Chief Financial Officer
Employee Stock Option (right to buy)
10.00
2020-06-01
4
D
0
1500000
D
2025-03-15
Ordinary Shares
1500000
0
D
Employee Stock Option (right to buy)
9.18
2020-06-01
4
D
0
200000
D
2025-03-15
Ordinary Shares
200000
0
D
Employee Stock Option (right to buy)
10.00
2020-06-01
4
D
0
300000
D
2025-03-15
Ordinary Shares
300000
0
D
Stock option granted pursuant to the Issuer's 2017 Omnibus Incentive Plan, with the following vesting terms: (i) one third of the award vests in five equal annual installments beginning on March 15, 2021, (ii) one third of the award 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 hurdles of $14.75, $17.00, $20.00, $22.00 and $24.00, respectively, and (b) the end of five one year periods ending March 15, 2021, 2022, 2023, 2024 and 2025, respectively, and (iii) one third of the award becomes exercisable, if at all, in three equal annual installments if the Issuer's return on equity meets or exceeds specified annual hurdles of 16.00% for the one year period ending December 31, 2022, 16.25% for the one year period ending December 31, 2023 and 16.50% for the one year period ending December 31, 2024.
Issuer and Fidelity National Financial, Inc. ("FNF") entered into an Agreement and Plan of Merger dated effective February 7, 2020 (the "Merger Agreement"), pursuant to which FNF acquired Issuer on June 1, 2020 (the "Merger"). This option was converted in the Merger into an option to purchase shares of FNF Common Stock, all in accordance with the Merger Agreement.
Stock option granted pursuant to the 2017 Omnibus Incentive Plan, with the following vesting terms: (i) one third of the award vests in five equal annual installments beginning on March 15, 2021, (ii) one third of the award 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 hurdles of $14.75, $17.00, $20.00, $22.00 and $24.00, respectively, and (b) the end of five one year periods ending March 15, 2021, 2022, 2023, 2024 and 2025, respectively, and (iii) one third of the award becomes exercisable, if at all, in three equal annual installments if the Issuer's return on equity meets or exceeds specified annual hurdles of 16.00% for the one year period ending December 31, 2022, 16.25% for the one year period ending December 31, 2023 and 16.50% for the one year period ending December 31, 2024.
Stock option granted pursuant to the 2017 Omnibus Incentive Plan, with the following vesting terms: (i) one half of the award becomes exercisable, if at all, in five equal annual installments if the average daily closing price of the Issuer's ordinary shares for 20 consecutive trading days meets or exceeds specified annual price hurdles of $17.00 for the one year period ending March 15, 2021, $21.00 for the one year period ending March 15, 2022, $25.00 for the one year period ending March 15, 2023, $27.00 for the one year period ending March 15, 2024 and $29.00 for the one year period ending March 15, 2025, respectively, and (ii) one half of the award becomes exercisable, if at all, in three equal annual installments if the Issuer's return on equity meets or exceeds specified annual hurdles of 18.50% for the one year period ending December 31, 2022, 18.75% for the one year period ending December 31, 2023 and 19.00% for the one year period ending December 31, 2024.
/s/ Tessa Cantonwine, Attorney-in-Fact
2020-06-03