Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
|
1
|
NAME OF REPORTING PERSONS
Athene Annuity and Life Company
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 6,500,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 6,500,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 6,500,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 32.5%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
IC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Athene Annuity & Life Assurance Company
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
IC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Athene USA Corporation
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Athene Life Re Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Athene Holding Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Apollo Insurance Solutions Group LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
AISG GP Ltd.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Apollo Life Asset, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Apollo Life Asset GP, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* x
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Apollo Capital Management, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Apollo Capital Management GP, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Apollo Management Holdings, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
|
CUSIP No. 04014F2*2; 04014F3*1;04014F4*0
|
1
|
NAME OF REPORTING PERSONS
Apollo Management Holdings GP, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) ¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A -- 9,000,000
Series B -- 4,000,000
Series C -- 6,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A – 45.0%
Series B – 13.3%
Series C – 12.0%
|
14
|
TYPE OF REPORTING PERSON
HC
|
|
|
|
|
|
Item 1.
|
(a)
|
Name of Issuer
|
Ares Dynamic Credit Allocation
Fund, Inc.
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
80 Pine Street, Suite 3202
New York, NY, 10005
Item 2.
|
(a)
|
Name of Person Filing
|
This statement is filed by: (i) Athene Annuity and Life Company
(“AAIA”); (ii) Athene Annuity & Life Assurance Company (“AADE”); (iii) Athene USA Corporation
(“Athene USA”); (iv) Athene Life Re Ltd. (“Athene Life Re”); (v) Athene Holding Ltd. (“Athene
Holding”); (vi) Apollo Insurance Solutions Group LP (“AISG”); (vii) AISG GP Ltd. (“AISG GP”);
(viii) Apollo Life Asset, L.P. (“Apollo Life”); (ix) Apollo Life Asset GP, LLC (“Apollo Life GP”); (x) Apollo
Capital Management, L.P. (“Capital Management”); (xi) Apollo Capital Management GP, LLC (“Capital Management GP”);
(xii) Apollo Management Holdings, L.P. (“Management Holdings”); (xiii) Apollo Management Holdings GP, LLC (“Management
Holdings GP”).
AAIA, AADE, hold Mandatory Redeemable Preferred
Stock of the Issuer. The principal business of each of AAIA and AADE is insurance.
AADE is the sole shareholder of AAIA and Athene
USA is the sole shareholder of AADE. Athene Life Re is the sole shareholder of Athene USA. Athene Holding is the sole shareholder
of Athene Life Re, and AISG is the investment adviser of each of AAIA, AADE, Athene USA, Athene Life Re and Athene Holding. AISG GP is
the general partner of AISG. Apollo Life is the general partner of AISG GP, and Apollo Life GP is the general partner of Apollo Life.
Capital Management is the sole member of Apollo Life GP. The general partner of Capital Management is Capital Management GP. Management
Holdings is the sole member and manager of Capital Management GP, and Management Holdings GP is the general partner of Management Holdings.
None of the Reporting Persons nor any of the
persons or entities referred to in Appendix A to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
(b) Address
of Principal Business Office or, if none, Residence
The address of the principal office of AAIA, AADE and Athene USA is
7700 Mills Civic Parkway, West Des Moines, Iowa 50266. The address of the principal office of AISG is 2121 Rosecrans Ave. Ste 5300, El
Segundo, California 90245. The address of the principal office of Athene Life Re and Athene Holding is Second Floor, Washington House,
16 Church Street, Hamilton HM 11 Bermuda. The address of the principal office of each of AISG GP, Apollo Life, Apollo Life GP, is c/o
Walkers Corporate Limited, Cayman Corporate Center, 27 Hospital Road, George Town, KY1-9008 Grand Cayman, Cayman Islands. The address
of the principal office of each of Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 West
57th Street, New York, NY 10019.
(c) Citizenship
AAIA
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Iowa
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AADE
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Delaware
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Athene USA
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Iowa
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Athene Life Re
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Bermuda
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Athene Holding
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Bermuda
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AISG
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Delaware
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AISG GP
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Cayman Islands
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Apollo Life
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Cayman Islands
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Apollo Life GP
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Cayman Islands
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Capital Management
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Delaware
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Capital Management GP
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Delaware
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Management Holdings
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Delaware
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Management Holdings GP
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Delaware
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(d) Title of class of securities
Mandatory Redeemable Preferred Shares
(e) CUSIP No.
Series A: 04014F2*2
Series B: 04014F3*1
Series C: 04014F4*0
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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x
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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x
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
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Item
4 Ownership.
(a) & (b) Information in Rows
7 to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5 by reference.
The Reporting Persons’ aggregate percentage
beneficial ownership of the total amount of Mandatory Redeemable Preferred Stock outstanding is based on $20 million of Series A;
$30 million of Series B: and $50 million of Series C Mandatory Redeemable Preferred Stock outstanding as of July 30, 2021.
Athene USA, Athene Life Re, Athene Holding,
AISG, AISG GP, Apollo Life, Apollo Life GP, Capital Management, Capital Management GP, Management Holdings, Management Holdings GP, each
disclaim beneficial ownership of all Common Stock held of record by AAIA and AADE and AADE disclaims beneficial ownership of all Common
Stock held of record by AAIA, and the filing of this report shall not be construed as an admission that any such person or entity is the
beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended, or for any other purpose.
Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following: ¨
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company.
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See response to Item 2(a), which is incorporated
herein by reference.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §240.14a-11.
[The remainder of this page is intentionally
left blank.]
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 10, 2021
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ATHENE ANNUITY AND LIFE COMPANY
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By:
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Apollo Insurance Solutions Group LP,
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its investment adviser
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|
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By:
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AISG GP Ltd.,
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its general partner
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By:
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/s/ Angelo Lombardo
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Angelo Lombardo
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Authorized Signatory
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ATHENE ANNUITY & LIFE ASSURANCE COMPANY
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|
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By:
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Apollo Insurance Solutions Group LP,
|
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its investment adviser
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|
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|
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By:
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AISG GP Ltd.,
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|
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its general partner
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By:
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/s/ Angelo Lombardo
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Angelo Lombardo
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Authorized Signatory
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ATHENE USA CORPORATION
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By:
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Apollo Insurance Solutions Group LP,
|
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its investment adviser
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|
|
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|
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By:
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AISG GP Ltd.,
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|
|
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its general partner
|
|
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|
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By:
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/s/ Angelo Lombardo
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Angelo Lombardo
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Authorized Signatory
|
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Athene Life Re Ltd.
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|
|
|
|
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By:
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Apollo Insurance Solutions Group LP,
|
|
|
its investment adviser
|
|
|
|
|
|
|
|
By:
|
AISG GP Ltd.,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
By:
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/s/ Angelo Lombardo
|
|
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Angelo Lombardo
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Authorized Signatory
|
|
ATHENE HOLDING LTD.
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|
|
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|
|
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By:
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Apollo Insurance Solutions Group LP,
|
|
|
its investment adviser
|
|
|
|
|
|
|
|
By:
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AISG GP Ltd.,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
By:
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/s/ Angelo Lombardo
|
|
|
|
|
Angelo Lombardo
|
|
|
|
|
Authorized Signatory
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APOLLO INSURANCE SOLUTIONS GROUP LP
|
|
|
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|
|
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By:
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AISG GP Ltd.,
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ Angelo Lombardo
|
|
|
|
|
Angelo Lombardo
|
|
|
|
|
Authorized Signatory
|
|
AISG GP LTD.
|
|
|
|
|
By:
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/s/ Angelo Lombardo
|
|
|
Angelo Lombardo
|
|
|
Authorized Signatory
|
|
APOLLO LIFE ASSET, L.P.
|
|
|
|
|
|
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By:
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Apollo Life Asset GP, LLC,
|
|
|
its general partner
|
|
|
|
|
|
|
|
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By:
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/s/ William B. Kuesel
|
|
|
|
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William B. Kuesel
|
|
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|
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Vice President
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APOLLO LIFE ASSET GP, LLC
|
|
|
|
|
By:
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/s/ William B. Kuesel
|
|
|
William B. Kuesel
|
|
|
Vice President
|
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APOLLO CAPITAL MANAGEMENT, L.P.
|
|
|
|
|
|
|
By:
|
Apollo Capital Management GP, LLC,
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ William B. Kuesel
|
|
|
|
|
William B. Kuesel
|
|
|
|
|
Vice President
|
|
APOLLO CAPITAL MANAGEMENT GP, LLC
|
|
|
|
|
By:
|
/s/ William B. Kuesel
|
|
|
William B. Kuesel
|
|
|
Vice President
|
|
APOLLO MANAGEMENT HOLDINGS, L.P.
|
|
|
|
|
|
|
By:
|
Apollo Management Holdings GP, LLC,
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
By:
|
/s/ William B. Kuesel
|
|
|
|
|
William B. Kuesel
|
|
|
|
|
Vice President
|
|
APOLLO MANAGEMENT HOLDINGS GP, LLC
|
|
|
|
|
By:
|
/s/ William B. Kuesel
|
|
|
William B. Kuesel
|
|
|
Vice President
|