FORM 4
[ ] 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
                                                                                  
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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 *

Phelps II John A. 		2. Issuer Name and Ticker or Trading Symbol

Fidelity & Guaranty Life [ FGL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Chief Distr. Officer
(Last)          (First)          (Middle)

TWO RUAN CENTER, 601 LOCUST STREET, 14TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/31/2015
(Street)

DES MOINES, IA 50309
(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
Common Stock                  10504   (1) 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
Restricted Stock Unit     (2) 12/31/2015     M         802      (2)   (2) Common Stock   (2)   (2)   (2) 0   D    
Stock Option (right to buy)   $38.14                      (3) 11/2/2018   Common Stock   (3)   (3)   3024   D    
Stock Option (right to buy)   $24.87                      (4) 12/1/2021   Common Stock   3825     3825   D    
Stock Option (right to buy)   $49.45                      (5) 12/31/2019   Common Stock   (5)   (5)   4546   D    
Stock Option (right to buy)   $17.00                      (6) 12/12/2020   Common Stock   5910     5910   D    

Explanation of Responses:
( 1)  Includes restricted stock.
( 2)  Each restricted stock unit is the economic equivalent of one share of Class B Common Stock of Fidelity & Guaranty Life Holdings, Inc., a wholly-owned subsidiary of the Issuer (the "F&G Subsidiary"). Each restricted stock unit will be settled upon vesting in cash in an amount equal to the fair market value of one share of Class B Common Stock of the F&G Subsidiary. It is expected that the fair market value of a share of Class B Common Stock of the F&G Subsidiary will be derived from the value of the Common Stock of the Issuer. 802 restricted stock units vested on December 31, 2015 and will each be settled with a cash payment in the amount of $134.00 per restricted stock unit.
( 3)  The 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 Class A Common Stock of the F&G Subsidiary, over the exercise price of the option. It is expected that the fair market value of a share of Class A Common Stock of the F&G Subsidiary will be derived from the value of the Common Stock of the Issuer. The remaining portion of this option became exercisable as to 4,032 shares on November 2, 2013 and 4,032 shares on November 2, 2014.
( 4)  The option vests in three equal annual installments on December 1, 2015, 2016 and 2017, subject to continued employment through such date.
( 5)  The 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 Class B Common Stock of F&G Subsidiary, over the exercise price of the option. It is expected that the fair market value of a share of Class B Common Stock of the F&G Subsidiary will be derived from the value of the Common Stock of the Issuer. The option became exercisable as to 1,818 shares on December 31, 2013, 1,819 shares on December 31, 2014, and 1,818 shares on December 31, 2015.
( 6)  The option vests in three equal annual installments on December 12, 2014, 2015 and 2016, subject to continued employment through such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Phelps II John A.
TWO RUAN CENTER
601 LOCUST STREET, 14TH FLOOR
DES MOINES, IA 50309

SVP, Chief Distr. Officer

Signatures
/s/ Isabelle Aragon, Attorney-in-fact 1/5/2016
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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