Sec Form 4 Filing - Bayer Jonathan @ FGL Holdings - 2020-05-18

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
Bayer Jonathan
2. Issuer Name and Ticker or Trading Symbol
FGL Holdings [ FG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Head of Corp Dev, Strategy
(Last) (First) (Middle)
4TH FLOOR, BOUNDARY HALL, CRICKET SQUARE
3. Date of Earliest Transaction (MM/DD/YY)
05/18/2020
(Street)
GRAND CAYMAN, E9KY 1-1102
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 05/18/2020 M 60,000 A $ 7.04 64,712 D
Ordinary Shares 05/18/2020 S 60,000 D $ 10.5 4,712 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
Employee Stock Option (right to buy) $ 7.04 05/18/2020 M 60,000 12/21/2019( 1 ) 12/21/2025 Ordinary Shares 60,000 $ 0 939,800 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bayer Jonathan
4TH FLOOR
BOUNDARY HALL, CRICKET SQUARE
GRAND CAYMAN, E9KY 1-1102
Head of Corp Dev, Strategy
Signatures
/s/ Tessa Cantonwine, Attorney-in-Fact 05/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stock option to buy 1,099,800 shares granted as an inducement award. Fifty percent of such award vests in five equal annual installments beginning on December 21, 2019, subject to continued employment. The remaining fifty percent vests in five equal installments beginning on December 21, 2019 based on attainment of performance objectives to be established by the board of directors on an annual basis, subject to continued employment.

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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