Sec Form 4 Filing - Blunt Christopher O @ FGL Holdings - 2019-08-23

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 Blunt Christopher O 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) President and CEO (Last) (First) (Middle) 4TH FLOOR, BOUNDARY HALL, CRICKET SQUARE 3. Date of Earliest Transaction (MM/DD/YY) 08/23/2019 (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 08/23/2019 P 10,000 ( 1 ) A $ 7.96 240,000 D Ordinary Shares 08/23/2019 P 10,000 ( 2 ) A $ 7.88 250,000 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 $ 10 ( 3 ) 12/21/2025 Ordinary Shares 1,443,200 1,443,200 D Employee Stock Option $ 7.04 ( 3 ) 12/21/2025 Ordinary Shares 1,756,800 1,756,800 D Employee Stock Option $ 10 ( 4 ) 12/21/2025 Ordinary Shares 613,476 613,476 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blunt Christopher O 4TH FLOOR BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN, E9KY1-1102 X President and CEO Signatures /s/ Tessa Cantonwine, Attorney-in-Fact 08/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at an average price of $7.96. The price represents the weighted average sales price of the shares. These shares were sold in multiple transactions at prices ranging from $7.95 to $7.96, inclusive. The reporting person hereby undertakes to provide, upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price. ( 2 )This transaction was executed in multiple trades at an average price of $7.88. The price represents the weighted average sales price of the shares. These shares were sold in multiple transactions at prices ranging from $7.86 to $7.89, inclusive. The reporting person hereby undertakes to provide, upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price. ( 3 )Stock option 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. ( 4 )Stock option granted as an inducement award. Fifty percent of such award vests in three equal annual installments beginning on March 15, 2021 based on attainment of specified return on equity performance metrics, subject to continued employment. The remaining fifty percent vests in five equal installments beginning on March 15, 2020 based on attainment of specified minimum stock prices, 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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