4//SEC Filing
Bayer Jonathan 4
Accession 0001209191-20-033864
CIK 0001668428other
Filed
Jun 2, 8:00 PM ET
Accepted
Jun 3, 1:22 PM ET
Size
13.6 KB
Accession
0001209191-20-033864
Insider Transaction Report
Form 4
Bayer Jonathan
See Remarks
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-01−879,840→ 0 totalExercise: $7.04Exp: 2025-12-21→ Ordinary Shares (879,840 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-01−306,738→ 0 totalExercise: $10.00Exp: 2025-12-21→ Ordinary Shares (306,738 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-01−529,486→ 0 totalExercise: $10.00Exp: 2025-12-21→ Ordinary Shares (529,486 underlying) - Disposition to Issuer
Ordinary Shares
2020-06-01−4,712→ 0 total
Footnotes (5)
- [F1]Issuer and Fidelity National Financial, Inc. ("FNF") entered into an Agreement and Plan of Merger dated effective February 7, 2020 (the "Merger Agreement"), pursuant to which FNF acquired Issuer on June 1, 2020 (the "Merger"). Each Ordinary Share (including restricted shares that converted into Ordinary Shares in connection with the Merger) was disposed of in exchange for the right to receive $12.50 in cash or 0.2558 shares of FNF Common Stock on the effective date of the Merger, all in accordance with the Merger Agreement.
- [F2]Stock option to buy 1,099,800 shares was granted as an inducement award pursuant to the 2017 Omnibus Incentive Plan. Fifty percent of this option was scheduled to vest in five equal annual installments beginning on December 21, 2019, subject to continued employment. The remaining fifty percent was scheduled to vest 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.
- [F3]The unexercised portion of this option was converted in the Merger into a new option to purchase shares of FNF Common Stock, all in accordance with the Merger Agreement.
- [F4]Stock option to buy 700,200 shares was granted as an inducement award pursuant to the 2017 Omnibus Incentive Plan. Fifty percent of this option was scheduled to vest in five equal annual installments beginning on December 21, 2019, subject to continued employment. The remaining fifty percent was scheduled to vest 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.
- [F5]Stock option to buy 306,738 shares was granted as an inducement award. Fifty percent of this option was scheduled to vest 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 was scheduled to vest in five equal installments beginning on March 15, 2020 based on attainment of specified minimum stock prices, subject to continued employment.
Documents
Issuer
FGL Holdings
CIK 0001668428
Entity typeother
Related Parties
1- filerCIK 0001762928
Filing Metadata
- Form type
- 4
- Filed
- Jun 2, 8:00 PM ET
- Accepted
- Jun 3, 1:22 PM ET
- Size
- 13.6 KB