Sec Form 4 Filing - Massey Richard N @ FGL Holdings - 2017-11-29

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 Massey Richard N 2. Issuer Name and Ticker or Trading Symbol FGL Holdings [ FG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) STERLING HOUSE, 16 WESLEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2017 (Street) HAMILTON HM CX, D0 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 Ordinary Shares ( 1 ) 11/30/2017 C 200,312 A 200,312 I See Footnote ( 3 ) Ordinary Shares 11/30/2017 A( 4 ) 1,000,000 A $ 10 1,200,312 I See Footnote ( 3 ) Ordinary Shares 11/30/2017 A( 5 ) 606,061 A $ 10 1,806,373 I See Footnote ( 3 )

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 Class B Ordinary Shares ( 2 ) 11/29/2017 J( 6 ) 12,952 ( 2 ) ( 2 ) Ordinary Shares ( 2 ) ( 6 ) 86,481 I See Footnote ( 3 ) Class B Ordinary Shares ( 2 ) 11/30/2017 C 86,481 ( 2 ) ( 2 ) Ordinary Shares ( 2 ) ( 2 ) 0 I See Footnote ( 3 ) Private Placement Warrants $ 11.5 11/30/2017 A( 4 ) 333,333 12/30/2017 11/30/2022 Ordinary Shares 333,333 ( 4 ) 333,333 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Massey Richard N STERLING HOUSE 16 WESLEY STREET HAMILTON HM CX, D0 X Signatures /s/ Joel Rubinstein, Attorney-in-Fact 12/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant 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. ( 2 )The 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. ( 3 )Effective on or after November 29, 2017, all Ordinary Shares, Class B Ordinary Shares and Private Placement Warrants ("PPWs") are held by CFC 2016-A, LLC ("CFC"), of which the Reporting Person is the managing member of CFC. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 4 )On December 1, 2017, CFC purchased 1,000,000 Ordinary Shares at a purchase price of $10.00 per share from the Issuer. Additionally, CFC received 333,333 PPWs from the Issuer in connection with this transaction. ( 5 )On December 1, 2017, CFC purchased 606,061 Ordinary Shares at a purchase price of $10.00 per share from the Issuer. ( 6 )On 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 12,952 Class B Ordinary Shares and 0 PPWs pursuant to this distribution. 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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