UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 30, 2017 (November 30, 2017) Date of Report (Date of earliest event reported)

~~Pursuant~~Fidelity to& ~~Section 13~~Guaranty ~~or 15(d) of The~~Life

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2017

FIDELITY & GUARANTY LIFE

(Exact name of registrant as specified in its charter)

Delaware	001-36227	46-3489149
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Two Ruan Center601 Locust Street, 14th FloorDes Moines, IA		50309
(Address of principal executive offices)		(Zip Code)

~~Registrant's~~Two ~~telephone~~Ruan ~~number, including area code: (800) 445-6758~~Center

~~Former~~601 ~~name~~Locust ~~or former address~~Street, if14th ~~changed since last report.~~Floor

Des Moines, IA 50309

(Address of principal executive offices, including zip code)

(800) 445-6758
(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oIndicate ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14a~~405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-122 ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14a~~12b-122 of this chapter).

oEmerging ~~Pre-commencement~~growth ~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~company ☐

oIf ~~Pre-commencement~~an ~~communications~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~13e-4~~13(ca) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~13e-4(c))~~ ☐

~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-~~2 ~~of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~

~~Emerging growth company o~~Introduction

IfOn anNovember ~~emerging~~30, ~~growth company~~2017, ~~indicate~~Fidelity by& ~~check~~Guaranty ~~mark~~Life, ifa Delaware corporation (the ~~registrant~~"Company"), ~~has~~completed ~~elected~~its ~~not~~previously announced merger with a subsidiary of FGL US Holdings Inc., a Delaware corporation ("Parent"). Pursuant to ~~use~~the Agreement and Plan of Merger (the ~~extended~~"Merger ~~transition~~Agreement"), ~~period~~by ~~for~~and ~~complying~~among ~~with~~the ~~any~~Company, ~~new~~CF orCorporation, ~~revised~~a ~~financial~~company ~~accounting~~organized ~~standards~~under ~~provided~~the ~~pursuant~~laws toof ~~Section 13~~the Cayman Islands (a"CF Corp") , Parent and FGL Merger Sub Inc., a Delaware corporation and direct, wholly-owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the ~~Exchange~~Company ~~Act.~~(the o"Merger"), with the Company continuing as the surviving entity as an indirect, wholly-owned subsidiary of CF Corp.

~~Item~~At 2the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company (the "Common Stock") was automatically cancelled and converted into the right to receive $31.~~02.~~10 ~~Results~~in cash, without interest (the "Merger Consideration"), other than shares of ~~Operations~~Common Stock owned by the Company as treasury stock or otherwise or owned by CF Corp, Parent or Merger Sub (which were cancelled with no payment made with respect thereto), shares of Common Stock granted pursuant to the Company Equity Plan (as defined in the Merger Agreement) and ~~Financial~~those ~~Condition~~shares of Common Stock with respect to which appraisal rights under Delaware law were properly exercised and not withdrawn ("Appraisal Shares").

~~The~~At ~~following~~the ~~information~~Effective Time, ~~including~~each ~~the~~(i) ~~Exhibits~~option ~~referenced~~to inpurchase ~~this~~shares ~~Item~~of ~~2.02~~Common Stock (a "Company Stock Option"), is(ii) ~~being~~restricted ~~furnished~~share ~~pursuant~~of Common Stock and (iii) performance-based restricted stock unit relating to ~~this~~shares ~~Item~~of ~~2.02~~Common Stock (a "RSU"), in each case whether vested or unvested, became fully vested and ~~shall~~automatically ~~not~~converted beinto ~~deemed~~the ~~“filed”~~right ~~for~~to ~~purposes~~receive ofa ~~Section~~cash 18payment ofequal to the ~~Securities~~product ~~Exchange~~of ~~Act~~(1) the number of ~~1934,~~shares assubject ~~amended~~to the award (for RSUs, ~~nor~~determined ~~shall~~at itthe betarget ~~deemed~~performance ~~incorporated~~level) multiplied by ~~reference~~(2) the Merger Consideration (less the exercise price per share in ~~any~~the ~~filing~~case ~~under~~of Company Stock Options). In addition, at the ~~Securities~~Effective ~~Act~~Time, each stock option ("FGLH Stock Option") and restricted stock unit relating to shares of ~~1933~~Fidelity & Guaranty Life Holdings, asInc., ~~amended~~a subsidiary of the Company ("FGLH"), ~~except~~whether asvested ~~shall~~or beunvested, ~~expressly~~became ~~set~~fully ~~forth~~vested and automatically converted into the right to receive a cash payment equal to the product of (1) the number of shares of FGLH stock subject to the award multiplied by ~~specific~~(2) ~~reference~~$176.32 (less the exercise price in the case of such ~~filing~~FGLH Stock Options), and each dividend equivalent held in respect of a share of FGLH Stock ( a "DER"), whether vested or unvested, became fully vested and automatically converted into the right to receive a cash payment equal to the amount accrued with respect to such DER.

OnThe ~~November 15,~~foregoing ~~2017,~~description ~~Fidelity~~of &the ~~Guaranty~~Merger ~~Life~~and (the ~~“Company”)~~Merger ~~issued~~Agreement adoes ~~press~~not ~~release~~purport ~~announcing~~to ~~its~~be ~~results~~complete ofand ~~operations~~is ~~for~~subject ~~the~~to, ~~quarter~~and ~~ended~~qualified ~~September~~in 30its entirety by, ~~2017.~~the Afull ~~copy~~text of the ~~press~~Merger ~~release~~Agreement, which is ~~furnished~~filed as Exhibit 992.1 ~~to this Report. In addition~~hereto, ~~the~~and ~~Company~~which is ~~including~~incorporated asherein ~~Exhibit~~by 99reference.~~2 to this report the related quarterly financial supplement.~~

Item 92.01 Completion ~~Financial~~of ~~Statements~~Acquisition ~~and~~or ~~Exhibits.~~Disposition of Assets

The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 30, 2017, in connection with the consummation of the Merger, the Company notified the New York Stock Exchange ("NYSE") of the completion of the Merger and requested that trading in Common Stock be withdrawn from listing on the NYSE. The Company also requested that the NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission ("SEC") with respect to Common Stock to report the delisting of Common Stock from the NYSE and suspend trading of Common Stock on the NYSE as of the close of trading on November 30, 2017.

The Company intends to file with the SEC a certificate of notice of termination on Form 15 with respect to Common Stock, requesting that the Common Stock be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that the reporting obligations of the Company with respect to Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant

The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In accordance with the terms of the Merger Agreement, at the Effective Time, six of the seven directors of the Company (James M. Benson, Andrew McKnight, William P. Melchionni, Joseph S. Steinberg, William J. Bawden and L. John H. Tweedie) ceased to be directors of the Company. Christopher J. Littlefield will remain on the board of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of the Company were each amended and restated, and such amended and restated certificate of incorporation and bylaws became the certificate of incorporation and bylaws, respectively, of the Company. Copies of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events

At the Effective Time, the voting agreement between the Company and certain shareholders of CF Corp, representing in aggregate 18.7% of the issued and outstanding common shares of CF Corp, dated as of May 24, 2017, previously filed with the SEC on May 24, 2017, was automatically terminated in accordance with its terms.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitNo.		Description
2.1	Agreement and Plan of Merger, dated as of May 24, 2017, by and among CF Corporation, FGL US Holdings Inc., FGL Merger Sub Inc. and Fidelity & Guaranty Life (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Fidelity & Guaranty Life, which was filed with the SEC on May 24, 2017)
99.1		Press Release of Fidelity & Guaranty Life dated November 15, 2017
3.1	Amended and Restated Certificate of Incorporation of Fidelity & Guaranty Life
99.2		Financial Supplement of Fidelity & Guaranty Life dated November 15, 2017
3.2	Amended and Restated Bylaws of Fidelity & Guaranty Life

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

~~FIDELITY~~Dated: &November ~~GUARANTY LIFE /s/ Eric L. Marhoun Eric L. Marhoun Executive Vice President~~30, ~~General Counsel and Secretary~~2017

~~Dated~~Fidelity & Guaranty Life By: ~~November 15~~ /s/ Eric Marhoun Name: Eric Marhoun Title: Executive Vice President, ~~2017~~General Counsel and Secretary

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