SEC Form 4 · accession 0001144204-17-062028

FGL Holdings · FG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Richard N Massey

Director

Period of report

Nov 29, 2017

Accepted (ET)

Dec 1, 2017 · 8:47 pm EST

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
Ordinary Shares^F1,F2,F3	Nov 30, 2017	C	200,312	—	A	200,312	I	See Footnote
Ordinary Shares^F3	Nov 30, 2017	A	1,000,000	$10.00	A	1,200,312	I	See Footnote
Ordinary Shares^F3	Nov 30, 2017	A	606,061	$10.00	A	1,806,373	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Ordinary Shares^F6,F3,F2	—	Nov 29, 2017	J	12,952	A	—	—	Ordinary Shares	—	86,481	I
Class B Ordinary Shares^F2,F3	—	Nov 30, 2017	C	86,481	D	—	—	Ordinary Shares	—	0	I
Private Placement Warrants^F4,F3	$11.50	Nov 30, 2017	A	333,333	A	Dec 30, 2017	Nov 30, 2022	Ordinary Shares	333,333	333,333	I

Explanation of responses

F1Pursuant to a reclassification exemption under Rule 16b-7, the Issuer re-designated each Class A Ordinary Share (par value $0.0001 per share) as Ordinary Shares (par value $0.0001 per share) on November 30, 2017. Therefore, for purposes of this filing, all Class A Ordinary Shares are referred herein as Ordinary Shares.
F2The Class B Ordinary Shares are convertible, as described under the heading "Conversion of Founder Shares" in the CF Corporation's (CF Corporation is a predecessor entity to the Issuer) Schedule 14A (File No. 333-210854) and have no expiration date.
F3Effective on or after November 29, 2017, all Ordinary Shares, Class B Ordinary Shares and Private Placement Warrants ("PPWs") are held by CFC 2016-A, LLC ("CFC"), of which the Reporting Person is the managing member of CFC. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F4On December 1, 2017, CFC purchased 1,000,000 Ordinary Shares at a purchase price of $10.00 per share from the Issuer. Additionally, CFC received 333,333 PPWs from the Issuer in connection with this transaction.
F5On December 1, 2017, CFC purchased 606,061 Ordinary Shares at a purchase price of $10.00 per share from the Issuer.
F6On November 29, 2017, CF Capital Growth, LLC ("CF Capital") distributed all of its Class B Ordinary Shares and PPWs to its members, except for 30,221 Class B Ordinary Shares, which were transferred to the Issuer's independent directors. The Reporting Person received 12,952 Class B Ordinary Shares and 0 PPWs pursuant to this distribution. As a result, CF Capital no longer directly or indirectly owned any securities or derivative securities of the Issuer. Immediately prior to this distribution, CF Capital forfeited 2,048,030 Class B Ordinary Shares to CF Corporation.