SEC Form 4 · accession 0001668428-18-000104
FGL Holdings · FG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher J Littlefield
Officer — President and CEO · Director
Period of report
Sep 14, 2018
Accepted (ET)
Sep 17, 2018 · 4:22 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 |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Sep 14, 2018 | P | 30,000 | $8.74 | A | 30,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF2 | $10.00 | holding | — | — | — | — | May 15, 2025 | Ordinary Shares | 1,211,387 | 1,211,387 | D |
| Employee Stock OptionF3 | $10.00 | holding | — | — | — | — | May 15, 2025 | Ordinary Shares | 1,211,386 | 1,211,386 | D |
| Employee Stock OptionF4 | $10.00 | holding | — | — | — | — | May 15, 2025 | Ordinary Shares | 306,738 | 306,738 | D |
Explanation of responses
- F1The transaction was executed in multiple trades at prices ranging from $8.70 to $8.78. The price represents the weighted average sales price of the shares. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
- F2Stock option granted pursuant to the Issuer's 2017 Omnibus Incentive Plan (the "Plan"), which vests in five equal annual installments beginning on March 15, 2019.
- F3Stock option granted pursuant to the Plan, which becomes exercisable, if at all, in five equal installments upon the later of (a) the average daily closing price of the Issuer's ordinary shares during any 20 consecutive trading days meeting or exceeding five specified price hurdles of $11, $12.75, $14.75, $17 and $20, respectively, and (b) the end of five one year periods ending March 15, 2019, 2020, 2021, 2022 and 2023, respectively.
- F4Stock option granted pursuant to the Plan, which becomes exercisable, if at all, in five equal annual installments if the average daily closing price of the Issuer's ordinary shares for 20 consecutive trading days meets or exceeds specified annual price hurdles of $12 for the one year period ending March 15, 2019, $14.50 for the one year period ending March 15, 2020, $17 for the one year period ending March 15, 2021, $21 for the one year period ending March 15, 2022 and $25 for the one year period ending March 15, 2023, respectively.