4//SEC Filing
Etinger Kate 4
Accession 0001039828-24-000052
CIK 0001039828other
Filed
May 5, 8:00 PM ET
Accepted
May 6, 3:21 PM ET
Size
11.2 KB
Accession
0001039828-24-000052
Insider Transaction Report
Form 4
Etinger Kate
Chief People Officer
Transactions
- Disposition to Issuer
Common Stock
2024-05-02−222→ 0 total(indirect: By ESOP) - Disposition to Issuer
Common Stock
2024-05-02−1,766→ 0 total - Disposition to Issuer
Performance-Based Restricted Stock Units
2024-05-02−5,965→ 0 total→ Common Stock (5,965 underlying)
Footnotes (4)
- [F1]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).
- [F2]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).
- [F3]Includes 1,446 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.
- [F4]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.
Documents
Issuer
AMERICAN EQUITY INVESTMENT LIFE HOLDING CO
CIK 0001039828
Entity typeother
Related Parties
1- filerCIK 0001967448
Filing Metadata
- Form type
- 4
- Filed
- May 5, 8:00 PM ET
- Accepted
- May 6, 3:21 PM ET
- Size
- 11.2 KB