| 1 | NAMES OF REPORTING PERSONS | | |
| NORTH END RE (CAYMAN) SPC | | |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ |
| | (b) | ☐ |
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| 3 | SEC USE ONLY | | |
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | |
| AF | | |
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| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ |
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| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | |
| CAYMAN ISLANDS | | |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | |
| 0 | | |
| | |
| 8 | SHARED VOTING POWER | | |
| 12,028,979 | | |
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| 9 | SOLE DISPOSITIVE POWER | | |
| 0 | | |
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| 10 | SHARED DISPOSITIVE POWER | | |
| 12,028,979 | | |
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| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | |
| 12,028,979 | | |
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| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ |
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | |
14.04%(1) | | |
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| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | |
| CO | | |
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(1) Percentage ownership is based on an aggregate number of 85,702,260 shares of Common Stock of the Issuer outstanding as of November 3, 2022, as set forth in the Third Quarter 2022 Form 10-Q.
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) 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”), Amendment No. 2 to Schedule 13D jointly filed by the Reporting Persons with the Commission on May 11, 2022 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D jointly filed by the Reporting Persons with the Commission on June 15, 2022 (“Amendment No. 3”) and Amendment No. 4 to Schedule 13D jointly filed by the Reporting Persons with the Commission on November 8, 2022 (“Amendment No. 4”) (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. 5 amends the Original Schedule 13D, as amended and supplemented by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, 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.
| Item 4. | Purpose of Transaction: |
Item 4 of the Amended Schedule 13D is hereby supplemented as follows:
On December 5, 2022, BAM Re sent a letter to the Issuer’s Board of Directors, which included a list of questions pertaining to the Issuer’s strategic partnerships with external asset managers. Given their material nature, BAM Re has requested that the Issuer provide responses to such questions at the Issuer’s upcoming Investor Symposium, scheduled for December 7, 2022. For the benefit of all stockholders, a copy of the letter to the Issuer’s Board of Directors is attached hereto as Exhibit 99.2.
| Item 5. | Interest in Securities of the Issuer: |
Item 5 of the Amended Schedule 13D is hereby amended to read in its entirety as follows:
| (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 18.54% of the Issuer’s outstanding Common Stock. The percentage of Common Stock of the Issuer is based on an aggregate number of 85,702,260 shares of Common Stock of the Issuer outstanding as of November 3, 2022, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2022, filed on November 8, 2022. |
| (i) | Brookfield Asset Management Reinsurance Partners Ltd. (“BAM Re”) |
| (A) | As of November 3, 2022, BAM Re may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 18.54% of the Issuer’s outstanding Common Stock. |
| (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 |
| (ii) | BAM Re Partners Trust |
| (A) | As of November 3, 2022, BAM Re Partners Trust may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 18.54% of the Issuer’s outstanding Common Stock. |
| (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 November 3, 2022, BAM Re Holdings may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 18.54% of the Issuer’s outstanding Common Stock. |
| (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 November 3, 2022, North End Re may be deemed to be the beneficial owner of 12,028,979 shares of Common Stock, constituting approximately 14.04% of the Issuer’s outstanding Common Stock. |
| (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 |
| (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. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer: |
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.
| Item 7. | Material to Be Filed as Exhibits: |
| Exhibit 99.1 | Joint Filing Agreement |
