Great-West Lifeco (GWLIF) D/A Indefinite amount in equity, sold $112.01 mm, 39 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000850918

GREAT-WEST LIFECO INC

GREAT WEST LIFECO INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

GREAT-WEST LIFECO INC.

Jurisdiction of Incorporation/Organization

CANADA (FEDERAL LEVEL)

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
GREAT-WEST LIFECO INC.
Street Address 1		Street Address 2
100 OSBORNE ST. N.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
WINNIPEG	MANITOBA, CANADA	R3C 1V3	204-946-1190

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001604550

	Corporation
X	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Great-West Lifeco U.S. Holdings, LP

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Great-West Lifeco U.S. Holdings, LP
Street Address 1		Street Address 2
100 Federal Street
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
Boston	MASSACHUSETTS	02110	617-292-1000

3. Related Persons

Last Name	First Name	Middle Name
Mahon	Paul	A.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

President & Chief Executive Officer and Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Srivastava	Raman
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice President and Global Chief Investment Officer of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Sonnen	Anne	C.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice-President and Chief Compliance Officer of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Jamal	Arshil
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President and Group Head, Strategy, Investments, Reinsurance and Corporate Development of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Macoun	Jeffrey	F.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President and Chief Operating Officer, Canada of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
MacNicholas	Garry
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice-President and Chief Financial Officer of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Russell	Nancy	D.
Street Address 1	Street Address 2
100 Osborne Street North	100
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice-President and Chief Internal Auditor of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Trickett	Jeremy	W.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnipeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice President and Chief Governance Officer of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Orr	R.	Jeffrey
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Coutu	Marcel	R.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Desmarais	Andre	A.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Desmarais, Jr.	Paul
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Conway	Heather	E.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Doer	Gary	A.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Geraghty	Sharon	C.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice-President and General Counsel of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Barrett	Deborah	J.
Street Address 1	Street Address 2
100 Osborne Street North	100
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Fuller	David	G.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Tretiak	Gregory	D.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Walsh	Brian	E.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Bird	Graham	R.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Special Advisor to the Chief Executive Officer of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Palombo	Grace	M.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice-President and Chief Human Resources Officer of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Ryan	T.	Timothy
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Vanaselja	Siim	A.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Genereux	Claude
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Tomlin	Dervla	M.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnipeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice-President and Chief Risk Officer of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Rullo	Steve
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Executive Vice-President and Global Chief Information Officer of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Reynolds	Robert	L.
Street Address 1	Street Address 2
100 Federal Street
City	State/Province/Country	ZIP/PostalCode
Boston	MASSACHUSETTS	02110

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chair of Great-West Lifeco U.S. Holdings, LLC, the General Partner of Great-West Lifeco U.S. Holdings, L.P.

Last Name	First Name	Middle Name
Bolotin	Andra	S.
Street Address 1	Street Address 2
100 Federal Street
City	State/Province/Country	ZIP/PostalCode
Boston	MASSACHUSETTS	02110

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice-President of Great-West Lifeco U.S. Holdings, LLC, the General Partner of Great-West Lifeco U.S. Holdings, L.P.

Last Name	First Name	Middle Name
McArthur	Susan	J.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Amend	Michael	R.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnipeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Madoff	Paula	B.
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Harney	David
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President and Chief Operating Officer, Europe of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Bienfait	Roberta
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Simmonds	David
Street Address 1	Street Address 2
100 Osborne Street North
City	State/Province/Country	ZIP/PostalCode
Winnepeg	MANITOBA, CANADA	R3C 1V3

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Senior Vice-President and Chief Communications and Sustainability Officer of Great-West Lifeco Inc.

Last Name	First Name	Middle Name
Murphy, III	Edward	F.
Street Address 1	Street Address 2
8515 E. Orchard Road
City	State/Province/Country	ZIP/PostalCode
Greenwood Village	COLORADO	80111

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

President and Chief Executive Officer, Empower

4. Industry Group

Agriculture

Banking & Financial Services

	Commercial Banking
X	Insurance
	Investing
	Investment Banking
	Pooled Investment Fund
	Is the issuer registered as an investment company under the Investment Company Act of 1940?
	Yes No
	Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

	Rule 504(b)(1) (not (i), (ii) or (iii))
	Rule 504 (b)(1)(i)
	Rule 504 (b)(1)(ii)
	Rule 504 (b)(1)(iii)
X	Rule 506(b)
	Rule 506(c)
	Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)  

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice	Date of First Sale	2014-04-02	First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security	X	Other (describe)
		Equity securities issued in connection with repurchases under the PanAgora Asset Management, Inc., PanAgora Holdings Inc. Management Equity Plan.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$112,007,344	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

This Form D/A relates to the offering described in the Form D initially filed on April 15, 2014 (Accession No. 0001140361-14-016712) and the Form D/A most recently filed on April 11, 2022 (Accession No. 0001567619-22-008350).

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

39

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
GREAT-WEST LIFECO INC.	/s/ Garry MacNicholas	Garry MacNicholas	Executive Vice President and Chief Financial Officer	2023-04-11
Great-West Lifeco U.S. Holdings, LP	/s/ Stephen J. Tate	Stephen J. Tate	Vice President	2023-04-11

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 number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.