Douglas Taylor Healy - May 2, 2024 Form 4 Insider Report for AMERICAN EQUITY INVESTMENT LIFE HOLDING CO (AEL)

Role
Director
Signature
/s/ Douglas T. Healy
Stock symbol
AEL
Transactions as of
May 2, 2024
Transactions value $
$0
Form type
4
Date filed
5/6/2024, 03:24 PM
Previous filing
Jun 12, 2023
Next filing
Jun 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AEL Common Stock Disposed to Issuer -13.1K -100% 0 May 2, 2024 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Douglas Taylor Healy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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 3,303 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.