4//SEC Filing
Fleming Christopher 4
Accession 0001585064-17-000085
CIK 0001585064other
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 4:36 PM ET
Size
15.9 KB
Accession
0001585064-17-000085
Insider Transaction Report
Form 4
Fleming Christopher
SVP, Operations & Technology
Transactions
- Disposition to Issuer
FGLH Stock Option
2017-11-30−3,312→ 0 totalExercise: $49.45From: 2015-12-31Exp: 2020-01-29→ Common Stock (3,312 underlying) - Disposition to Issuer
Common Stock
2017-11-30−7,188→ 0 total - Disposition to Issuer
FGL Stock Option
2017-11-30−3,528→ 0 totalExercise: $24.87Exp: 2021-12-01→ Common Stock (3,528 underlying) - Disposition to Issuer
FGLH Stock Option
2017-11-30−3,483→ 0 totalExercise: $38.14From: 2014-11-02Exp: 2018-11-02→ Common Stock (3,483 underlying) - Disposition to Issuer
FGL Stock Option
2017-11-30−5,454→ 0 totalExercise: $17.00From: 2016-12-12Exp: 2020-12-12→ Common Stock (5,454 underlying)
Footnotes (7)
- [F1]On November 30, 2017, pursuant to that certain Agreement and Plan of Merger, dated as of May 24, 2017 (the Merger Agreement), as amended, by and among Fidelity & Guaranty Life (the Company), CF Corporation (CF Corp), FGL US Holdings Inc., an indirect wholly owned subsidiary of CF Corp (Parent), and FGL Merger Sub Inc., a direct wholly owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company, with the Company continuing as the surviving entity, which became an indirect, wholly owned subsidiary of CF Corp (the Merger).
- [F2]Includes restricted stock rights (each, an RSR) that were outstanding immediately prior to the Merger.
- [F3]Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock, par value $0.01, of the Company (Company Common Stock) was canceled and converted automatically into the right to receive $31.10 in cash, without interest. Each RSR that was outstanding immediately prior to the Merger (whether vested or unvested) fully vested and was canceled in exchange for an amount in cash equal to the product of (i) the number of shares of Company Common Stock subject to such RSR multiplied by (ii) $31.10, without interest and less applicable taxes.
- [F4]Each Company stock option (FGL Stock Option) that was outstanding and unexercised immediately prior to the effective time of the Merger (whether vested or unvested) fully vested and was canceled in exchange for an amount in cash equal to the product of (i) the total number of shares of Company Common Stock underlying such FGL Stock Option multiplied by (ii) the excess, if any, of $31.10 over the exercise price per share of such FGL Stock Option, without interest and less applicable taxes.
- [F5]Each FGL Stock Option vests in three equal annual installments on December 1, 2015, 2016 and 2017, subject to continued employment through such date.
- [F6]Each stock option relating to shares of Fidelity & Guaranty Life Holdings, Inc. (FGLH), a subsidiary of the Company (FGLH Stock Option) entitles the reporting person to receive, upon exercise, a cash payment equal to the excess of the fair market value of a share of FGLH common stock, over the exercise price of the option. The fair market value of a share of FGLH common stock was in part derived from the value of the Company Common Stock.
- [F7]The FGLH Stock Option that was outstanding and unexercised immediately prior to the effective time of the Merger (whether vested or unvested) fully vested and was canceled in exchange for an amount in cash equal to the product of (i) the total number of FGLH shares underlying such FGLH Stock Option multiplied by (ii) the excess, if any, of $176.32 over the exercise price per share of such FGLH Stock Option, without interest and less applicable taxes.
Documents
Issuer
Fidelity & Guaranty Life
CIK 0001585064
Entity typeother
Related Parties
1- filerCIK 0001591162
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 4:36 PM ET
- Size
- 15.9 KB