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