SEC Form 4 · accession 0001668428-18-000111
FGL Holdings · FG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William P Foley II
Director
Period of report
Oct 4, 2018
Accepted (ET)
Oct 9, 2018 · 4:16 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,F2 | Oct 4, 2018 | A | 1,052,333 | — | A | 14,892,723 | I | By BilCar |
| Ordinary Shares | holding | — | — | — | 12,488 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Private Placement WarrantsF1,F2 | $11.50 | Oct 4, 2018 | D | 9,566,667 | D | Dec 30, 2017 | Nov 30, 2022 | Ordinary Shares | 9,566,667 | 0 | I |
Explanation of responses
- F1Pursuant to the terms of the Issuer's tender offer, as described in the Issuer's Tender Offer Statement on Schedule TO, as amended, filed with the Securities and Exchange Commission on September 6, 2018, BilCar, LLC ("BilCar") of which the Reporting Person is the managing member, tendered 9,566,667 warrants in exchange for 0.11 of the Issuer's ordinary shares and $0.98 in cash, without interest, per warrant. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F2Represents Ordinary Shares and Private Placement Warrants held by BilCar. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.