Sec Form 4 Filing - Phelps II John A. @ FGL Holdings - 2020-05-18

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 Phelps II John A. 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) EVP, Chief Distrib Off of Sub (Last) (First) (Middle) 4TH FLOOR, BOUNDARY HALL, CRICKET SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2020 (Street) GRAND CAYMAN, E9KY1-1102 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 60,569 A $ 10 60,569 D Ordinary Shares 05/18/2020 M 121,138 A $ 10 181,707 D Ordinary Shares 05/18/2020 M 9,722 A $ 7.16 191,429 D Ordinary Shares 05/18/2020 S 191,429 D $ 10.5 0 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) $ 10 05/18/2020 M 60,569 03/15/2019( 1 ) 05/15/2025 Ordinary Shares 60,569 $ 0 242,278 D Employee Stock Option (right to buy) $ 10 05/18/2020 M 121,138 03/15/2019( 2 ) 05/15/2025 Ordinary Shares 121,138 $ 0 181,709 D Employee Stock Option (right to buy) $ 7.16 05/18/2020 M 9,722 03/15/2020( 3 ) 08/06/2026 Ordinary Shares 9,722 $ 0 29,169 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Phelps II John A. 4TH FLOOR BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN, E9KY1-1102 EVP, Chief Distrib Off of Sub Signatures /s/ Tessa Cantonwine, Attorney-in-Fact 05/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Stock option to buy 302,847 shares was granted pursuant to the 2017 Omnibus Incentive Plan and becomes exercisable, if at all, in five equal installments upon the later of (a) the average daily closing price of the Issuer's ordinary shares during any 20 consecutive trading days meeting or exceeding five specified price hurdles of $11, $12.75, $14.75, $17 and $20, respectively, and (b) the end of five one year periods ending March 15, 2019, 2020, 2021, 2022 and 2023, respectively. ( 2 )Stock option to purchase 302,847 shares was granted pursuant to the 2017 Omnibus Incentive Plan and vests in five equal annual installments beginning on March 15, 2019. ( 3 )Stock option to buy 38,891 shares was granted pursuant to the 2017 Omnibus Incentive Plan and vests in four equal annual installments beginning on March 15, 2020.

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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