SEC Form 4 · accession 0000899243-17-018553
FGL Holdings · FG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 17, 2017
Accepted (ET)
Jul 19, 2017 · 4:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001668428
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Ordinary SharesF1,F2,F3,F4 | Jul 17, 2017 | S | 25,000 | $11.81 | D | 6,974,000 | I | Footnotes |
| Class A Ordinary SharesF1,F2,F3,F4 | Jul 17, 2017 | S | 25,000 | $11.81 | D | 6,764,556 | I | Footnotes |
| Class A Ordinary SharesF1,F2,F3,F4 | Jul 17, 2017 | S | 25,000 | $11.81 | D | 2,412,029 | I | Footnotes |
| Class A Ordinary SharesF1,F2,F3,F4 | Jul 17, 2017 | S | 25,000 | $11.81 | D | 2,412,029 | D | |
| Class A Ordinary SharesF1,F2,F3,F4 | Jul 17, 2017 | S | 1,400 | $11.75 | D | 6,972,600 | I | Footnotes |
| Class A Ordinary SharesF1,F2,F3,F4 | Jul 17, 2017 | S | 1,400 | $11.75 | D | 6,763,156 | I | Footnotes |
| Class A Ordinary SharesF1,F2,F3,F4 | Jul 17, 2017 | S | 1,400 | $11.75 | D | 2,410,629 | I | Footnotes |
| Class A Ordinary SharesF1,F2,F3,F4 | Jul 17, 2017 | S | 1,400 | $11.75 | D | 2,410,629 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The filing of this Form 4 shall not be construed as an admission that any of BlueMountain Capital Management, LLC ("BMCM"), GP Holdings or BMLSE GP (each as defined in Footnote 2) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the Class A Ordinary Shares, par value $0.0001 per share (the "Ordinary Shares"), of CF Corporation (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of BMCM, GP Holdings and BMLSE GP disclaims such beneficial ownership, except to the extent of its pecuniary interest.
- F2BMCM is the investment manager of BlueMountain Long/Short Equity Master Fund L.P. ("BMLSE"), a private investment fund that owns 2,410,629 Ordinary Shares. BMCM, although it directs the voting and disposition of the Ordinary Shares held by BMLSE, only receives an asset-based fee relating to its Ordinary Shares. BlueMountain Long/Short Equity GP, LLC ("BMLSE GP") is the general partner of BMLSE and has an indirect profits interest in the Ordinary Shares beneficially owned by it. BlueMountain GP Holdings, LLC ("GP Holdings") is the sole owner of BMLSE GP and thus had an indirect profits interest in the Ordinary Shares beneficially owned by BMLSE.
- F3On July 17, 2017, BMLSE sold 25,000 and 1,400 Ordinary Shares for $11.81 and $11.75 per share, respectively.
- F4The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act.