Sec Form 4 Filing - CF Capital Growth, LLC @ 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 CF Capital Growth, LLC 2. Issuer Name and Ticker or Trading Symbol FGL Holdings [ FG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 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

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 ( 1 ) 11/29/2017 J( 2 ) 30,221 ( 2 ) ( 1 ) ( 1 ) Ordinary Shares ( 3 ) ( 1 ) ( 2 ) 0 ( 2 ) D Private Placement Warrants $ 11.5 11/29/2017 A( 4 ) 1,500,000 12/30/2017 11/30/2022 Ordinary Shares 1,500,000 $ 1 0 ( 2 ) D

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

Explanation of Responses:

( 1 )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. ( 2 )On November 29, 2017, the Reporting Entity distributed all of its Class B Ordinary Shares and Private Placement Warrants to its members, except for 30,221 Class B Ordinary Shares, which were transferred to the Issuer's independent directors. As a result, CF Capital no longer directly or indirectly owned any securities or derivative securities of the Issuer. Immediately prior to this distribution, the Reporting Entity forfeited 2,048,030 Class B Ordinary Shares to CF Corporation. ( 3 )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. ( 4 )Warrants acquired by the Reporting Entity, pursuant to the conversion of a $1,500,000 loan made to CF Corporation pursuant to the convertible note, dated November 29, 2017, between CF Corporation and the Reporting Entity.

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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