4//SEC Filing
Bawden William 4
Accession 0001585064-17-000086
CIK 0001585064other
Filed
Nov 30, 7:00 PM ET
Accepted
Dec 1, 4:37 PM ET
Size
10.7 KB
Accession
0001585064-17-000086
Insider Transaction Report
Form 4
Bawden William
Director
Transactions
- Disposition to Issuer
FGL Stock Option
2017-11-30−2,205→ 0 totalExercise: $24.87Exp: 2021-12-01→ Common Stock (2,205 underlying) - Disposition to Issuer
Common Stock
2017-11-30−13,766→ 0 total - Disposition to Issuer
FGL Stock Option
2017-11-30−3,408→ 0 totalExercise: $17.00From: 2016-12-31Exp: 2020-12-12→ Common Stock (3,408 underlying)
Footnotes (5)
- [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.
Documents
Issuer
Fidelity & Guaranty Life
CIK 0001585064
Entity typeother
Related Parties
1- filerCIK 0001591638
Filing Metadata
- Form type
- 4
- Filed
- Nov 30, 7:00 PM ET
- Accepted
- Dec 1, 4:37 PM ET
- Size
- 10.7 KB