SEC Form 4 · accession 0001585064-17-000087
Fidelity & Guaranty Life · FGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric L. Marhoun
Officer — EVP, GC and Secretary
Period of report
Nov 30, 2017
Accepted (ET)
Dec 1, 2017 · 4:38 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,F2,F3 | Nov 30, 2017 | D | 9,250 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| FGL Stock OptionF1,F4 | $17.00 | Nov 30, 2017 | D | 7,956 | D | Dec 12, 2016 | Dec 12, 2020 | Common Stock | 7,956 | 0 | D |
| FGL Stock OptionF1,F4,F5 | $24.87 | Nov 30, 2017 | D | 5,148 | D | — | Dec 1, 2021 | Common Stock | 5,148 | 0 | D |
| FGLH Stock OptionF1,F7,F6 | $38.14 | Nov 30, 2017 | D | 5,000 | D | Nov 2, 2014 | Nov 2, 2018 | Common Stock | 5,000 | 0 | D |
| FGLH Stock OptionF1,F7,F6 | $49.45 | Nov 30, 2017 | D | 5,000 | D | Dec 31, 2015 | Jan 29, 2020 | Common Stock | 5,000 | 0 | D |
Explanation of responses
- F1On November 30, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of May 24, 2017 (the Merger Agreement), as amended, by and among Fidelity & Guaranty Life (the Company), CF Corporation (CF Corp), FGL US Holdings Inc., an indirect wholly owned subsidiary of CF Corp (Parent), and FGL Merger Sub Inc., a direct wholly owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company, with the Company continuing as the surviving entity, which became an indirect, wholly owned subsidiary of CF Corp (the Merger).
- F2Includes restricted stock rights (each, an RSR) that were outstanding immediately prior to the Merger.
- F3Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock, par value $0.01, of the Company (Company Common Stock) was canceled and converted automatically into the right to receive $31.10 in cash, without interest. Each RSR that was outstanding immediately prior to the Merger (whether vested or unvested) fully vested and was canceled in exchange for an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such RSR multiplied by (ii) $31.10, without interest and less applicable taxes.
- F4Each Company stock option (FGL Stock Option) that was outstanding and unexercised immediately prior to the effective time of the Merger (whether vested or unvested) fully vested and was canceled in exchange for an amount in cash equal to the product of (i) the total number of shares of Company Common Stock underlying such FGL Stock Option multiplied by (ii) the excess, if any, of $31.10 over the exercise price per share of such FGL Stock Option, without interest and less applicable taxes.
- F5Each FGL Stock Option vests in three equal annual installments on December 1, 2015, 2016 and 2017, subject to continued employment through such date.
- F6Each stock option relating to shares of Fidelity & Guaranty Life Holdings, Inc. (FGLH), a subsidiary of the Company (FGLH Stock 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 FGLH common stock, over the exercise price of the option. The fair market value of a share of FGLH common stock was in part derived from the value of the Company Common Stock.
- F7The FGLH Stock Option that was outstanding and unexercised immediately prior to the effective time of the Merger (whether vested or unvested) fully vested and was canceled in exchange for an amount in cash equal to the product of (i) the total number of FGLH shares underlying such FGLH Stock Option multiplied by (ii) the excess, if any, of $176.32 over the exercise price per share of such FGLH Stock Option, without interest and less applicable taxes.