SEC Form 4 · accession 0001144204-17-062034
FGL Holdings · FG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William P Foley II
Officer — Co-Executive Chairman · Director
Period of report
Nov 29, 2017
Accepted (ET)
Dec 1, 2017 · 8:50 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,F3 | Nov 30, 2017 | C | 11,090,390 | — | A | 11,090,390 | I | See Footnote |
| Ordinary SharesF3 | Nov 30, 2017 | A | 2,750,000 | $10.00 | A | 13,840,390 | 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 SharesF5,F3,F2 | — | Nov 29, 2017 | J | 30,221 | D | — | — | Ordinary Shares | — | 4,788,081 | I |
| Class B Ordinary SharesF2,F3 | — | Nov 30, 2017 | C | 4,788,081 | D | — | — | Ordinary Shares | — | 0 | I |
| Private Placement WarrantsF3 | $11.50 | Nov 29, 2017 | A | 1,500,000 | A | Dec 30, 2017 | Nov 30, 2022 | Ordinary Shares | 1,500,000 | 17,300,000 | I |
| Private Placement WarrantsF4,F5,F3 | $11.50 | Nov 30, 2017 | A | 916,667 | A | Dec 30, 2017 | Nov 30, 2022 | Ordinary Shares | 916,667 | 9,566,667 | 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 BilCar, LLC ("BilCar"), of which the Reporting Person is the managing member of, as well as the controlling owner. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F4On December 1, 2017, BilCar purchased 2,750,000 Ordinary Shares at a purchase price of $10.00 per share from the Issuer. Additionally, BilCar received 916,667 PPWs from the Issuer in connection with this transaction.
- 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 4,585,875 Class B Ordinary Shares and 8,650,000 PPWs pursuant to this distribution in the Reporting Person's capacity as a member of CF Capital. 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. Prior to this distribution, the Reporting Person held 202,206 Class B Ordinary Shares through BilCar.
- F6Warrants acquired by CF Capital, 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 CF Capital.