SEC Form 4 · accession 0001585064-17-000096
Fidelity & Guaranty Life · FGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James M Benson
Director
Period of report
Nov 30, 2017
Accepted (ET)
Dec 1, 2017 · 4:46 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 | 2,562 | — | 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,F5,F4 | $24.87 | Nov 30, 2017 | D | 2,205 | D | — | Dec 1, 2021 | Common Stock | 2,205 | 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") vests in three equal annual installments on December 1, 2015, 2016 and 2017, subject to continued employment through such date.
- F5Each 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.