Sec Form 4 Filing - FOLEY WILLIAM P II @ 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 FOLEY WILLIAM P II 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 X __ Officer (give title below) _____ Other (specify below) Co-Executive Chairman (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 11,090,390 A 11,090,390 I See Footnote ( 3 ) Ordinary Shares 11/30/2017 A( 4 ) 2,750,000 A $ 10 13,840,390 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( 5 ) 30,221 ( 2 ) ( 2 ) Ordinary Shares ( 2 ) ( 5 ) 4,788,081 ( 5 ) I See Footnote ( 3 ) Class B Ordinary Shares ( 2 ) 11/30/2017 C 4,788,081 ( 2 ) ( 2 ) Ordinary Shares ( 2 ) ( 2 ) 0 I See Footnote ( 3 ) Private Placement Warrants $ 11.5 11/29/2017 A( 6 ) 1,500,000 12/30/2017 11/30/2022 Ordinary Shares 1,500,000 $ 1 17,300,000 I See Footnote ( 3 ) Private Placement Warrants $ 11.5 11/30/2017 A( 4 ) 916,667 12/30/2017 11/30/2022 Ordinary Shares 916,667 ( 4 ) 9,566,667 ( 5 ) I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FOLEY WILLIAM P II STERLING HOUSE 16 WESLEY STREET HAMILTON HM CX, D0 X Co-Executive Chairman 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 BilCar, LLC ("BilCar"), of which the Reporting Person is the managing member of, as well as the controlling owner. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 4 )On December 1, 2017, BilCar purchased 2,750,000 Ordinary Shares at a purchase price of $10.00 per share from the Issuer. Additionally, BilCar received 916,667 PPWs from the Issuer in connection with this transaction. ( 5 )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 4,585,875 Class B Ordinary Shares and 8,650,000 PPWs pursuant to this distribution in the Reporting Person's capacity as a member of CF Capital. 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. Prior to this distribution, the Reporting Person held 202,206 Class B Ordinary Shares through BilCar. ( 6 )Warrants acquired by CF Capital, 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 CF Capital.

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