This Amendment No. 3 to Schedule 13D (this “Amendment No.
3”) amends the statement on Schedule 13D jointly filed by the
Reporting Persons with the Securities and Exchange Commission (the
“Commission”) on June 28, 2021 (the “Original Schedule
13D”), as amended and supplemented by Amendment No. 1 to
Schedule 13D jointly filed by the Reporting Persons with the
Commission on January 14, 2022 (“Amendment No. 1”) and
Amendment No. 2 to Schedule 13D jointly filed by the Reporting
Persons with the Commission on May 11, 2022 (“Amendment No.
2”) (as amended and supplemented, collectively, the “Amended
Schedule 13D”), with respect to beneficial ownership of the
shares of common stock, par value $1.00 per share (the “Common
Stock”), of American Equity Investment Life Holding Company, a
corporation organized under the laws of Iowa (the “Issuer”),
with principal executive offices at 6000 Westown Parkway, West Des
Moines, Iowa 50266.
This Amendment No. 3 amends the Original Schedule 13D, as amended
and supplemented by Amendment No. 1 and Amendment No. 2, on behalf
of the Reporting Persons to furnish the information set forth
herein. Except as set forth below, all Items of the Amended
Schedule 13D remain unchanged. Capitalized terms used but not
otherwise defined herein shall have the same meanings as set forth
in the Original Schedule 13D.
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Item 4. |
Purpose of Transaction:
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Item 4 of the Amended Schedule 13D is hereby supplemented as
follows:
On June 15, 2022, North End Re (Cayman) SPC (“North End Re”)
engaged in a series of transactions with its sole shareholder, BAM
Re Holdings Ltd. (“BAM Re Holdings”) and other subsidiaries
of BAM Re Holdings, as a result of which 3,857,184 common shares of
American Equity Investment Life Holding Company were transferred
from North End Re to Freestone Re Ltd., another wholly owned
subsidiary of BAM Re Holdings. North End Re and Freestone Re
Ltd. initially effected the transfer through a temporary customary
nominee agreement, whereby North End Re has agreed to hold the
shares as nominee in favor of Freestone Re Ltd., that will
terminate upon the completion of the internal transaction steps
described in the preceding sentence.
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Item 5. |
Interest in Securities of the Issuer:
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Item 5 of the Amended Schedule 13D is hereby amended to read in its
entirety as follows:
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(a)-(b) |
The
aggregate number and percentage of Common Stock beneficially owned
by the Reporting Persons to which this Schedule 13D relates is
15,886,163 shares, constituting approximately 17.07% of the
Issuer’s outstanding Common Stock. The percentage of Common
Stock of the Issuer is based on an aggregate number of 93,062,970
shares of Common Stock of the Issuer outstanding as of May 04,
2022, as set forth in the First Quarter 2022 Form 10-Q.
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(i) |
Brookfield Asset Management Reinsurance Partners Ltd. (“BAM
Re”)
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(A) |
As of
June 15, 2022, BAM Re may be deemed to be the beneficial owner of
15,886,163 shares of Common Stock, constituting approximately
17.07% of the Issuer’s outstanding Common Stock.
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(B) |
Sole
voting power to vote or direct vote: 0 shares
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Shared voting power to vote or direct vote: 15,886,163
shares
Sole power to dispose or direct the disposition: 0
shares
Shared power to dispose or direct the disposition: 15,886,163
shares
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(ii) |
BAM Re
Partners Trust
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(A) |
As of
June 15, 2022, BAM Re Partners Trust may be deemed to be the
beneficial owner of 15,886,163 shares of Common Stock, constituting
approximately 17.07% of the Issuer’s outstanding Common
Stock.
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(B) |
Sole
voting power to vote or direct vote: 0 shares
|
Shared voting power to vote or direct vote: 15,886,163
shares
Sole power to dispose or direct the disposition: 0
shares
Shared power to dispose or direct the disposition: 15,886,163
shares
|
(A) |
As of
June 15, 2022, BAM Re Holdings may be deemed to be the beneficial
owner of 15,886,163 shares of Common Stock, constituting
approximately 17.07% of the Issuer’s outstanding Common
Stock.
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(B) |
Sole
voting power to vote or direct vote: 0 shares
|
Shared voting power to vote or direct vote: 15,886,163
shares
Sole power to dispose or direct the disposition: 0
shares
Shared power to dispose or direct the disposition: 15,886,163
shares
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(A) |
As of
June 15, 2022, North End Re may be deemed to be the beneficial
owner of 12,028,979 shares of Common Stock, constituting
approximately 12.93% of the Issuer’s outstanding Common
Stock.
|
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(B) |
Sole
voting power to vote or direct vote: 0 shares
|
Shared voting power to vote or direct vote: 12,028,979
shares
Sole power to dispose or direct the disposition: 0
shares
Shared power to dispose or direct the disposition: 12,028,979
shares
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(c) |
Other
than as described in Item 3 of this Schedule 13D, none of the
Reporting Persons or, to the best knowledge of the Reporting
Persons, any of the Scheduled Persons, has effected any transaction
in shares of Common Stock during the past sixty days.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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Item 6 of the Amended Schedule 13D is hereby amended and
supplemented as follows:
The information set forth in Item 4 of the Amended Schedule 13D is
hereby incorporated by reference.
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Item 7. |
Material to Be Filed as Exhibits:
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Exhibit 99.1 |
Joint
Filing Agreement
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