SEC Form 4 · accession 0001209191-15-014832
Fidelity & Guaranty Life · FGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
II John A. Phelps
Officer — SVP, Chief Distr. Officer
Period of report
Feb 12, 2015
Accepted (ET)
Feb 17, 2015 · 7:16 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 | — | — | — | 11,721 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $38.14 | Feb 12, 2015 | M | 3,024 | D | — | Nov 2, 2018 | Common Stock | — | 3,024 | D |
| Restricted Stock UnitF3 | — | holding | — | — | — | — | — | Common Stock | — | 802 | D |
| Stock Option (right to buy)F4 | $24.87 | holding | — | — | — | — | Dec 1, 2021 | Common Stock | 3,825 | 3,825 | D |
| Stock Option (right to buy)F5 | $49.45 | holding | — | — | — | — | Dec 31, 2019 | Common Stock | — | 4,546 | D |
| Stock Option (right to buy)F6 | $17.00 | holding | — | — | — | — | Dec 12, 2020 | Common Stock | 5,910 | 5,910 | D |
Explanation of responses
- F1Includes restricted stock.
- F2The 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 Fidelity & Guaranty Life Holdings, Inc., a wholly-owned subsidiary of the Issuer (the "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 remaining portion of this option became exercisable as to 4,032 shares on November 2, 2013 and 4,032 shares on November 2, 2014. As a result of the exercise, the reporting person became entitled to receive for each exercised option a cash payment of $61.38 per option.
- F3Each restricted stock unit is the economic equivalent of one share of Class B Common Stock of 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. The remaining restricted stock units will vest on December 31, 2015.
- F4The option vests in three equal annual installments on December 1, 2015, 2016 and 2017, subject to continued employment through such date.
- 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 1,818 shares on December 31, 2013, 1,819 shares on December 31, 2014, and will become exercisable as to 1,818 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.