Sec Form 4 Filing - Marhoun Eric L. @ Fidelity & Guaranty Life - 2015-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Marhoun Eric L.
2. Issuer Name and Ticker or Trading Symbol
Fidelity & Guaranty Life [ FGL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, GC and Secretary
(Last) (First) (Middle)
TWO RUAN CENTER, 601 LOCUST STREET, 14TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2015
(Street)
DES MOINES, IA50309
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11,713 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit ( 2 ) 12/31/2015 M 788 ( 2 ) ( 2 ) Common Stock ( 2 ) ( 2 ) ( 2 ) 0 D
Stock Option (right to buy) $ 38.14 ( 3 ) 11/02/2018 Common Stock ( 3 ) ( 3 ) 5,000 D
Stock Option (right to buy) $ 49.45 ( 4 ) 12/31/2019 Common Stock ( 4 ) ( 4 ) 5,000 D
Stock Option (right to buy) $ 24.87 ( 5 ) 12/01/2021 Common Stock 5,148 5,148 D
Stock Option (right to buy) $ 17 ( 6 ) 12/12/2020 Common Stock 7,956 7,956 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Marhoun Eric L.
TWO RUAN CENTER
601 LOCUST STREET, 14TH FLOOR
DES MOINES, IA50309
EVP, GC and Secretary
Signatures
/s/ Isabelle Aragon, Attorney-in-fact 01/05/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes restricted stock.
( 2 )Each restricted stock unit is the economic equivalent of one share of Class B Common Stock of Fidelity & Guaranty Life Holdings, Inc., a wholly-owned subsidiary of the Issuer (the "F&G Subsidiary"). Each restricted stock unit will be settled upon vesting in cash in an amount equal to the fair market value of one share of Class B Common Stock of the F&G Subsidiary. It is expected that the fair market value of a share of Class B Common Stock of the F&G Subsidiary will be derived from the value of the Common Stock of the Issuer. 788 restricted stock units vested on December 31, 2015 and will each be settled with a cash payment in the amount of $134.00 per restricted stock unit.
( 3 )The option entitles the reporting person to receive, upon exercise, a cash payment equal to the excess of the fair market value of a share of Class A Common Stock of the F&G Subsidiary, over the exercise price of the option. It is expected that the fair market value of a share of Class A Common Stock of the F&G Subsidiary will be derived from the value of the Common Stock of the Issuer. The option became exercisable as to 3,965 shares on November 2, 2012, 3,964 shares on November 2, 2013, and 3,965 shares on November 2, 2014.
( 4 )The option entitles the reporting person to receive, upon exercise, a cash payment equal to the excess of the fair market value of a share of Class B Common Stock of F&G Subsidiary, over the exercise price of the option. It is expected that the fair market value of a share of Class B Common Stock of the F&G Subsidiary will be derived from the value of the Common Stock of the Issuer. The option became exercisable as to 1,786 shares on December 31, 2013, 1,785 shares on December 31, 2014, and 1,786 shares on December 31, 2015.
( 5 )The option vests in three equal annual installments on December 1, 2015, 2016 and 2017, subject to continued employment through such date.
( 6 )The option vests in three equal annual installments on December 12, 2014, 2015 and 2016, subject to continued employment through such date.

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