Sec Form 3 Filing - GSO Aiguille des Grands Montets Fund II LP @ FGL Holdings - 2017-11-30

FORM 3 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 GSO Aiguille des Grands Montets Fund II LP 2. Issuer Name and Ticker or Trading Symbol FGL Holdings [ FG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GSO CAPITAL PARTNERS LP, 345 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2017 (Street) NEW YORK, NY10154 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Ordinary Shares 14,628,906 I See footnotes ( 1 ) ( 3 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Ordinary Shares 22,500,000 I See footnotes ( 2 ) ( 3 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Ordinary Shares 142,111 I See footnotes ( 4 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Ordinary Shares 4,147,302 I See footnotes ( 5 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Ordinary Shares 1,442,118 I See footnotes ( 6 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Ordinary Shares 50,912 I See footnotes ( 7 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Ordinary Shares 165,079 I See footnotes ( 8 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Ordinary Shares 52,541 I See footnotes ( 9 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Ordinary Shares 113,921 I See footnotes ( 10 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Ordinary Shares 24,016 I See footnotes ( 11 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 )

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 Warrants $ 11.5 ( 14 ) ( 14 ) Ordinary Shares 6,250,000 I See footnotes ( 1 ) ( 3 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Series A Cumulative Convertible Preferred Shares ( 15 ) ( 15 ) ( 16 ) Ordinary Shares 1,061,167 ( 15 ) I See footnotes ( 4 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Series A Cumulative Convertible Preferred Shares ( 15 ) ( 15 ) ( 16 ) Ordinary Shares 30,968,500 ( 15 ) I See footnotes ( 5 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Series A Cumulative Convertible Preferred Shares ( 15 ) ( 15 ) ( 16 ) Ordinary Shares 10,768,500 ( 15 ) I See footnotes ( 6 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Series A Cumulative Convertible Preferred Shares ( 15 ) ( 15 ) ( 16 ) Ordinary Shares 380,167 ( 15 ) I See footnotes ( 7 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Series A Cumulative Convertible Preferred Shares ( 15 ) ( 15 ) ( 16 ) Ordinary Shares 1,232,667 ( 15 ) I See footnotes ( 8 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Series A Cumulative Convertible Preferred Shares ( 15 ) ( 15 ) ( 16 ) Ordinary Shares 392,333 ( 15 ) I See footnotes ( 9 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Series A Cumulative Convertible Preferred Shares ( 15 ) ( 15 ) ( 16 ) Ordinary Shares 850,667 ( 15 ) I See footnotes ( 10 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 ) Series A Cumulative Convertible Preferred Shares ( 15 ) ( 15 ) ( 16 ) Ordinary Shares 179,333 ( 15 ) I See footnotes ( 11 ) ( 12 ) ( 13 ) ( 17 ) ( 18 ) ( 19 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GSO Aiguille des Grands Montets Fund II LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY10154 X GSO COF III AIV-5 LP 345 PARK AVENUE NEW YORK, NY10154 X GSO COF III Co-Investment AIV-5 LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY101547 X GSO Co-Investment Fund-D LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY10154 X GSO Credit Alpha Fund LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY10154 X GSO Churchill Partners LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY10154 X GSO Credit-A Partners LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY10154 X GSO Harrington Credit Alpha Fund (Cayman) L.P. C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY10154 X GSO CAPITAL PARTNERS LP C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK, NY10154 X GSO Advisor Holdings L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY10154 X Signatures GSO Aiguille des Grands Montets Fund II LP, By: GSO Capital Partners LP, its investment manager, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/11/2017 Signature of Reporting Person Date GSO COF III AIV-5 LP, By: GSO Capital Opportunities Associates III LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/11/2017 Signature of Reporting Person Date GSO COF III Co-Investment AIV-5 LP, By: GSO COF III Co-Investment Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/11/2017 Signature of Reporting Person Date GSO Co-Investment Fund-D LP, By: GSO Co-Investment Fund-D Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/11/2017 Signature of Reporting Person Date GSO Credit Alpha Fund LP, By: GSO Credit Alpha Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/11/2017 Signature of Reporting Person Date GSO Churchill Partners LP, By: GSO Churchill Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/11/2017 Signature of Reporting Person Date GSO Credit-A Partners LP, By: GSO Credit-A Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/11/2017 Signature of Reporting Person Date GSO Harrington Credit Alpha Fund (Cayman) L.P., By: GSO Harrington Credit Alpha Associates L.L.C., its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/11/2017 Signature of Reporting Person Date GSO Capital Partners LP, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/11/2017 Signature of Reporting Person Date GSO Advisor Holdings L.L.C., By: Blackstone Holdings I L.P., its sole member, By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 12/11/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects securities directly held by CFS Holdings (Cayman), L.P. ("CFS 1"). ( 2 )Reflects securities directly held by CFS Holdings II (Cayman), L.P. ("CFS 2"). ( 3 )CFS Holdings (Cayman) Manager L.L.C. ("CFS Cayman Manager") is the general partner of CFS 1 and CFS 2. The Managing Member of CFS Cayman Manager is Blackstone Tactical Opportunities LR Associates-B (Cayman) Ltd. ("BTO Cayman"). The controlling shareholder of BTO Cayman is Blackstone Holdings III L.P. ("Blackstone Holdings III"). The general partner of Blackstone Holdings III is Blackstone Holdings III GP L.P. ("Blackstone Holdings III GP"). The general partner of Blackstone Holdings III GP is Blackstone Holdings III GP Management L.L.C. ("Blackstone Holdings III LLC"). ( 4 )Reflects securities directly held by GSO Aiguille des Grands Montets Fund II LP ("Aiguille Fund"). GSO Capital Partners LP ("GSO Partners") is the investment manager of Aiguille Fund. GSO Advisor Holdings L.L.C. ("GSO Holdings") is the special limited partner of GSO Partners with the investment and voting power over the securities beneficially owned by GSO Partners. Blackstone Holdings I L.P. ("Blackstone Holdings I") is the sole member of GSO Holdings. Blackstone Holdings I/II GP Inc. ("Blackstone Holdings I/II GP") is the general partner of Blackstone Holdings I. ( 5 )Reflects securities directly held by GSO COF III AIV-5 LP ("GSO AIV-5"). GSO Capital Opportunities Associates III LLC ("GSO III LLC") is the general partner of GSO AIV-5. ( 6 )Reflects securities directly held by GSO COF III Co-Investment AIV-5 LP ("GSO COF AIV-5"). GSO COF III Co-Investment Associates LLC ("GSO COF AIV-5 LLC") is the general partner of GSO COF AIV-5. ( 7 )Reflects securities directly held by GSO Co-Investment Fund-D LP ("GSO D"). GSO Co-Investment Fund-D Associates LLC ("GSO D LLC") is the general partner of GSO D. ( 8 )Reflects securities directly held by GSO Credit Alpha Fund LP ("GSO Alpha"). GSO Credit Alpha Associates LLC ("GSO Alpha LLC") is the general partner of GSO Alpha. ( 9 )Reflects securities directly held by GSO Churchill Partners LP ("GSO Churchill"). GSO Churchill Associates LLC ("GSO Churchill LLC") is the general partner of GSO Churchill. ( 10 )Reflects securities directly held by GSO Credit-A Partners LP ("GSO Credit-A"). GSO Credit-A Associates LLC ("GSO Credit-A LLC") is the general partner of GSO Credit-A ( 11 )Reflects securities directly held by GSO Harrington Credit Alpha Fund (Cayman) L.P. ("GSO Harrington", and collectively, with Aiguille Fund, GSO AIV-V, GSO COF AIV-5, GSO D, GSO Alpha, GSO Churchill and GSO Credit-A, the "GSO Funds"). GSO Harrington Credit Alpha Associates L.L.C. ("GSO Harrington LLC") is the general partner of GSO Harrington. ( 12 )GSO Holdings I L.L.C. ("GSO Holdings I") is the managing member of each of GSO III LLC, GSO COF AIV-5 LLC, GSO D LLC, GSO Alpha LLC, GSO Churchill LLC, GSO Credit-A LLC and GSO Harrington LLC. Blackstone Holdings II L.P. ("Blackstone Holdings II") is the managing member of GSO Holdings I with respect to securities beneficially owned by the GSO Funds. Blackstone Holdings I/II GP Inc. ("Blackstone Holdings I/II GP") is the general partner of Blackstone Holdings II. ( 13 )The Blackstone Group L.P. ("Blackstone") is the controlling shareholder of Blackstone Holdings I/II GP and the sole member of Blackstone Holdings III LLC. Blackstone Management is the general partner of Blackstone. Blackstone Management is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Mr. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds. ( 14 )Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to certain adjustments, at any time commencing 30 days after November 30, 2017. The Warrants will expire on November 30, 2022, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. ( 15 )Commencing 10 years after issuance of the Series A Cumulative Preferred Shares (the "Preferred Shares"), and following a failed remarketing event, the GSO Funds will have the right to convert the Preferred Shares into a number of Ordinary Shares as determined by dividing (i) the aggregate liquidation preference (including dividends paid in kind and unpaid accrued dividends) of the Preferred Shares that the GSO Funds wish to convert by (ii) the higher of (a) a 5% discount to the 30-day volume weighted average of the Ordinary Shares following the conversion notice, and (b) the then-current Floor Price. The "Floor Price" will be $8.00 per share during the 11th year post-funding, $7.00 per share during the 12th year post-funding, and $6.00 during the 13th year post-funding and thereafter. The number of Ordinary Shares underlying the Preferred Shares has been calculated using (i) the liquidation preference of the Preferred Shares as of November 30, 2017 and (ii) a Floor Price of $6.00. ( 16 )Series A Preferred Shares do not have a maturity date and are non-callable prior to November 30, 2022. ( 17 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. ( 18 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. ( 19 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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