Erik H. Askelsen - May 2, 2024 Form 4 Insider Report for AMERICAN EQUITY INVESTMENT LIFE HOLDING CO (AEL)

Role: EVP & General Counsel
Signature: /s/ Shari Wood, authorized signatory
Stock symbol: AEL
Transactions as of: May 2, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/6/2024, 03:21 PM
Previous filing: Mar 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AEL	Common Stock	Disposed to Issuer		-8.1K	-100%		0	May 2, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Erik H. Askelsen 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	Includes 8,102 restricted stock units of the Issuer granted following the date of the Merger Agreement (Rollover AEL RSUs). Pursuant to the Merger Agreement, 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 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.

Content

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).

Includes 8,102 restricted stock units of the Issuer granted following the date of the Merger Agreement (Rollover AEL RSUs). Pursuant to the Merger Agreement, 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 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.