SEC Form 4 · accession 0001144204-17-062029
FGL Holdings · FG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Quella
Director
Period of report
Nov 29, 2017
Accepted (ET)
Dec 1, 2017 · 8:48 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 SharesF1,F2 | Nov 30, 2017 | C | 115,156 | — | A | 115,156 | D | |
| Ordinary Shares | Nov 30, 2017 | A | 500,000 | $10.00 | A | 615,156 | D | |
| Ordinary Shares | Nov 30, 2017 | A | 303,030 | $10.00 | A | 918,186 | D |
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 SharesF5,F2 | — | Nov 29, 2017 | J | 12,952 | A | — | — | Ordinary Shares | — | 49,717 | D |
| Class B Ordinary SharesF2 | — | Nov 30, 2017 | C | 49,717 | D | — | — | Ordinary Shares | — | 0 | D |
| Private Placement WarrantsF3 | $11.50 | Nov 30, 2017 | A | 166,667 | A | Dec 30, 2017 | Nov 30, 2022 | Ordinary Shares | 166,667 | 166,667 | D |
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.
- F3On December 1, 2017, the Reporting Person purchased 500,000 Ordinary Shares at a purchase price of $10.00 per share from the Issuer. Additionally, the Reporting Person received 166,667 Private Placement Warrants ("PPWs") from the Issuer in connection with this transaction.
- F4On December 1, 2017, the Reporting Person purchased 303,030 Ordinary Shares at a purchase price of $10.00 per share from the Issuer.
- F5On 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.