SEC Form 4 · accession 0001144204-17-062033
FGL Holdings · FG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
CF Capital Growth, LLC
Director · 10% Owner
Period of report
Nov 29, 2017
Accepted (ET)
Dec 1, 2017 · 8:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001668428
Table I — non-derivative securities
No Table I lines on this filing.
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 SharesF2,F1,F3 | — | Nov 29, 2017 | J | 30,221 | D | — | — | Ordinary Shares | — | 0 | D |
| Private Placement WarrantsF2 | $11.50 | Nov 29, 2017 | A | 1,500,000 | A | Dec 30, 2017 | Nov 30, 2022 | Ordinary Shares | 1,500,000 | 0 | D |
Explanation of responses
- F1The 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.
- F2On November 29, 2017, the Reporting Entity distributed all of its Class B Ordinary Shares and Private Placement Warrants to its members, except for 30,221 Class B Ordinary Shares, which were transferred to the Issuer's independent directors. As a result, CF Capital no longer directly or indirectly owned any securities or derivative securities of the Issuer. Immediately prior to this distribution, the Reporting Entity forfeited 2,048,030 Class B Ordinary Shares to CF Corporation.
- F3Pursuant 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.
- F4Warrants acquired by the Reporting Entity, pursuant to the conversion of a $1,500,000 loan made to CF Corporation pursuant to the convertible note, dated November 29, 2017, between CF Corporation and the Reporting Entity.