American National (ANG-PB) Form 4 AMERICAN EQUITY INVESTMENT LIFE HOLDING / Anant Bhalla ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bhalla Anant

(Last) (First) (Middle)

6000 WESTOWN PARKWAY

(Street)

WEST DES MOINES IA 50266

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN EQUITY INVESTMENT LIFE HOLDING CO [ AEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	05/02/2024		D		880,663	D	(1)(2)(3)(4)(5)	0	D
Common Stock	05/02/2024		D		2,075	D	(1)(2)	0	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Options - Right to Buy	$26.72	05/02/2024		D			43,524	(6)	01/04/2031	Common Stock	43,524	(1)(6)	0	D
Options - Right to Buy	$27.4	05/02/2024		D			32,082	(6)	02/25/2031	Common Stock	32,082	(1)(6)	0	D
Options - Right to Buy	$26.7	05/02/2024		D			50,000	(6)	01/27/2030	Common Stock	50,000	(1)(6)	0	D
Performance-Based Restricted Stock Units	(1)(7)	05/02/2024		D			207,165	(7)	(7)	Common Stock	207,165	(1)(7)	0	D

Explanation of Responses:

1. On May 2, 2024, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of July 4, 2023, by and among the Issuer, Brookfield Reinsurance Ltd., a Bermuda exempted company limited by shares (Parent), Arches Merger Sub, Inc., an Iowa corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), and Brookfield Asset Management Ltd., a company incorporated under the laws of the Province of British Columbia (BAM), the Issuer merged with and into Merger Sub, with the Issuer surviving as a wholly-owned subsidiary of Parent (the Merger).

2. Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time), each issued and outstanding share of common stock, par value $1.00 per share, of the Issuer (AEL Common Stock) was exchanged for (i) $38.85 per share in cash, without interest (the Cash Consideration) and (ii) a number of fully-paid and nonassessable shares of class A limited voting shares of BAM (BAM Class A Stock) equal to the Exchange Ratio (as defined in the Merger Agreement) (the Stock Consideration, together with the Cash Consideration, the Merger Consideration), for an aggregate value of $56.50 per share of AEL Common Stock based on the 10-day volume-weighted average share price of BAM Class A Stock (measured five business days prior to May 2, 2024) (the BAM Class A Stock Price).

3. Includes 341,113 restricted stock units of the Issuer (AEL RSUs). Pursuant to the Merger Agreement, at the Effective Time, each outstanding AEL RSU, other than the AEL RSUs granted following the date of the Merger Agreement (Rollover AEL RSUs), was automatically canceled and converted into the right to receive a cash payment, without interest, equal to the product of (1) the number of shares of AEL Common Stock subject to such AEL RSU immediately prior to the Effective Time and (2) $55.

4. At the Effective Time, any outstanding Rollover AEL RSU automatically ceased to represent an award denominated in AEL Common Stock and was converted into an award of cash-settled restricted stock units denominated in shares of BAM Class A Stock (an Exchanged RSU) and will generally continue to be governed by the same material terms and conditions applicable to the Rollover AEL RSUs immediately prior to the Effective Time, with the number of shares of BAM Class A Stock subject to each such Exchanged RSU equal to the product (rounded down to the nearest whole) of (i) the number of shares of AEL Common Stock subject to such Rollover AEL RSU immediately prior to the Effective Time multiplied by (ii) the quotient of (A) $55 divided by (B) the BAM Class A Stock Price.

5. Includes 333,333 shares of AEL Common Stock subject to vesting conditions (AEL Restricted Stock). Pursuant to the Merger Agreement, at the Effective Time, each award of AEL Restricted Stock that was outstanding immediately prior to the Effective Time automatically had any restrictions thereon lapsed and was converted into the right to receive a cash payment, without interest, equal to the product of (i) the number of shares of AEL Restricted Stock subject to such award immediately prior to the Effective Time and (ii) $55.

6. Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised option to purchase shares of AEL Common Stock (AEL Options) (whether vested or unvested) was automatically canceled and converted into the right to receive a cash payment, without interest, equal to the product of (i) the number of shares of AEL Common Stock subject to such AEL Option immediately prior to the Effective Time and (ii) the excess, if any, of $55 over the exercise price per share of such AEL Option.

7. Pursuant to the Merger Agreement, at the Effective Time, each outstanding restricted stock unit subject to performance-based vesting conditions (each, an AEL PSU) was automatically canceled and converted into the right to receive a cash payment, without interest, equal to the product of (i) the number of shares of AEL Common Stock subject to such AEL PSU immediately prior to the Effective Time (based on (A) for AEL PSUs other than the AEL PSUs granted pursuant to the employee restricted stock unit award agreement, dated November 29, 2022, by and between AEL and the Chief Executive Officer of AEL (such PSUs, the VWAP PSUs), a performance level determined based on the greater of target and actual performance as reasonably determined by the Compensation and Talent Management Committee of the board of directors of the Issuer immediately prior to the Effective Time and (B) for the VWAP PSUs, attainment of applicable performance goals based on $55) and (ii) $55.

Remarks:

	/s/ Anant Bhalla	05/06/2024
	** Signature of Reporting Person	Date
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