SEC Form 4 · accession 0001209191-15-001518
Fidelity & Guaranty Life · FGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rosanne Boehm
Officer — SVP, Human Resources
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 7:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001585064
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 8,375 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2 | — | Dec 31, 2014 | M | 568 | D | — | — | Common Stock | — | 567 | D |
| Stock Option (right to buy)F3 | $24.87 | holding | — | — | — | — | Dec 1, 2021 | Common Stock | 2,940 | 2,940 | D |
| Stock Option (right to buy)F4 | $38.14 | holding | — | — | — | — | Nov 2, 2018 | Common Stock | — | 2,040 | D |
| Stock Option (right to buy)F5 | $49.45 | holding | — | — | — | — | Dec 31, 2019 | Common Stock | — | 3,857 | D |
| Stock Option (right to buy)F6 | $17.00 | holding | — | — | — | — | Dec 12, 2020 | Common Stock | 4,545 | 4,545 | D |
Explanation of responses
- F1Includes restricted stock.
- F2Each restricted stock unit is the economic equivalent of one share of Class B Common Stock of Fidelity & Guaranty Life Holdings, Inc., a wholly-owned subsidiary of the Issuer (the "F&G Subsidiary"). Each restricted stock unit will be settled upon vesting in cash in an amount equal to the fair market value of one share of Class B Common Stock of the F&G Subsidiary. It is expected that the fair market value of a share of Class B Common Stock of the F&G Subsidiary will be derived from the value of the Common Stock of the Issuer. 568 restricted stock units vested on December 31, 2014 and will each be settled with a cash payment in the amount of $114.10 per restricted stock unit. The remaining restricted stock units will vest on December 31, 2015.
- F3The option vests in three equal annual installments on December 1, 2015, 2016 and 2017, subject to continued employment through such date.
- F4The option entitles the reporting person to receive, upon exercise, a cash payment equal to the excess of the fair market value of a share of Class A Common Stock of F&G Subsidiary, over the exercise price of the option. It is expected that the fair market value of a share of Class A Common Stock of the F&G Subsidiary will be derived from the value of the Common Stock of the Issuer. The option became exercisable as to 1,013 shares on November 2, 2012, 1,014 shares on November 2, 2013, and 1,013 shares on November 2, 2014.
- F5The option entitles the reporting person to receive, upon exercise, a cash payment equal to the excess of the fair market value of a share of Class B Common Stock of F&G Subsidiary, over the exercise price of the option. It is expected that the fair market value of a share of Class B Common Stock of the F&G Subsidiary will be derived from the value of the Common Stock of the Issuer. The option became exercisable as to 1,286 shares on December 31, 2013, 1,285 shares on December 31, 2014, and will become exercisable as to 1,286 shares on December 31, 2015.
- F6The option vests in three equal annual installments on December 12, 2014, 2015 and 2016, subject to continued employment through such date.