FORM 4 [X] 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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Bayer Jonathan	2. Issuer Name and Ticker or Trading Symbol FGL Holdings [ FG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Head of Corp Dev, Strategy
(Last)          (First)          (Middle) 4TH FLOOR, BOUNDARY HALL, CRICKET SQUARE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/1/2020
(Street) GRAND CAYMAN, E9 KY 1-1102 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	6/1/2020		D		4712	D	(1)	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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 (right to buy)	$7.04	6/1/2020		D			879840	(2)	12/21/2025	Ordinary Shares	879840	(3)	0	D
Employee Stock Option (right to buy)	$10.00	6/1/2020		D			529486	(4)	12/21/2025	Ordinary Shares	529486	(3)	0	D
Employee Stock Option (right to buy)	$10.00	6/1/2020		D			306738	(5)	12/21/2025	Ordinary Shares	306738	(3)	0	D

Explanation of Responses:
(1)	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.
(2)	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.
(3)	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.
(4)	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.
(5)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Bayer Jonathan 4TH FLOOR BOUNDARY HALL, CRICKET SQUARE GRAND CAYMAN, E9 KY 1-1102			Head of Corp Dev, Strategy

Signatures
/s/ Tessa Cantonwine, Attorney-in-Fact		6/3/2020
**Signature of Reporting Person		Date

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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