SEC Form 4 · accession 0001209191-15-022278
Fidelity & Guaranty Life · FGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William P. Melchionni
Director
Period of report
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 4:42 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 Stock | Mar 2, 2015 | S | 700 | $21.38 | D | 9,825 | D | |
| Common Stock | Mar 2, 2015 | S | 100 | $21.31 | D | 9,725 | D | |
| Common Stock | Mar 2, 2015 | S | 100 | $21.30 | D | 9,625 | D | |
| Common Stock | Mar 2, 2015 | S | 503 | $21.29 | D | 9,122 | D | |
| Common StockF1 | Mar 2, 2015 | S | 97 | $21.28 | D | 9,025 | 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 | $24.87 | holding | — | — | — | — | Dec 1, 2021 | Common Stock | 2,205 | 2,205 | D |
| Stock Option (right to buy)F3 | $46.82 | holding | — | — | — | — | Apr 1, 2019 | Common Stock | — | 167 | D |
| Stock Option (right to buy)F4 | $61.15 | holding | — | — | — | — | Apr 1, 2020 | Common Stock | — | 200 | D |
| Restricted Stock UnitF5 | — | holding | — | — | — | — | — | Common Stock | — | 117 | D |
| Stock Option (right to buy)F6 | $17.00 | holding | — | — | — | — | Dec 12, 2020 | Common Stock | 3,408 | 3,408 | D |
Explanation of responses
- F1Includes restricted stock.
- F2The option vests in three equal annual installments on December 1, 2015, 2016 and 2017, subject to continued service through such date.
- F3The 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 option became exercisable as to 167 shares on April 1, 2013 and 166 shares on April 1, 2014, and will become exercisable as to the remaining 167 shares on April 1, 2015.
- 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 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 100 shares on April 1, 2014, and will become exercisable as to 100 shares on April 1, 2015 and 100 shares on April 1, 2016.
- F5Each 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. 59 restricted stock units will vest on April 1, 2015 and 58 restricted stock units will vest on April 1, 2016.
- F6The option vests in three equal annual installments on December 12, 2014, 2015 and 2016, subject to continued service through such date.