1
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NAMES OF REPORTING PERSONS
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BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BERMUDA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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15,886,163(1)
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9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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15,886,163(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,886,163
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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17.07%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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||
CO
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|||
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1
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NAMES OF REPORTING PERSONS
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BAM RE PARTNERS TRUST
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
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|
||||
3
|
SEC USE ONLY
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|||
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||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
AF
|
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
BERMUDA
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|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
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|
0
|
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|||
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||||
8
|
SHARED VOTING POWER
|
|
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||
15,886,163(1)
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|||
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,886,163(1)
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|||
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|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,886,163(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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||
17.07%(2)
|
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|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
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||
OO
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|||
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1
|
NAMES OF REPORTING PERSONS
|
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BAM RE HOLDINGS LTD.
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
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||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
AF
|
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|||
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|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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|
||||
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|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
BERMUDA
|
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|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
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0
|
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|||
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|
||||
8
|
SHARED VOTING POWER
|
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||
15,886,163(1)
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|||
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||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,886,163(1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
15,886,163(1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
17.07%(2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
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|
1
|
NAMES OF REPORTING PERSONS
|
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||
NORTH END RE (CAYMAN) SPC
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|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
||||
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|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
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0
|
|
|
|||
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|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,028,979
|
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|
|||
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|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,028,979
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,028,979
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
12.93%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
Item 4. |
Purpose of Transaction:
|
Item 5. |
Interest in Securities of the Issuer:
|
(a)-(b) |
The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons to which this Schedule 13D relates is 15,886,163 shares, constituting
approximately 17.07% of the Issuer’s outstanding Common Stock. The percentage of Common Stock of the Issuer is based on an aggregate number of 93,062,970 shares of Common Stock of the Issuer outstanding as of May 04, 2022, as set
forth in the First Quarter 2022 Form 10-Q.
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(i) |
Brookfield Asset Management Reinsurance Partners Ltd. (“BAM Re”)
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(A) |
As of June 15, 2022, BAM Re may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 17.07% of the Issuer’s outstanding Common
Stock.
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(B) |
Sole voting power to vote or direct vote: 0 shares
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(ii) |
BAM Re Partners Trust
|
(A) |
As of June 15, 2022, BAM Re Partners Trust may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 17.07% of the Issuer’s
outstanding Common Stock.
|
(B) |
Sole voting power to vote or direct vote: 0 shares
|
(iii) |
BAM Re Holdings
|
(A) |
As of June 15, 2022, BAM Re Holdings may be deemed to be the beneficial owner of 15,886,163 shares of Common Stock, constituting approximately 17.07% of the Issuer’s outstanding
Common Stock.
|
(B) |
Sole voting power to vote or direct vote: 0 shares
|
(iv) |
North End Re
|
(A) |
As of June 15, 2022, North End Re may be deemed to be the beneficial owner of 12,028,979 shares of Common Stock, constituting approximately 12.93% of the Issuer’s outstanding
Common Stock.
|
(B) |
Sole voting power to vote or direct vote: 0 shares
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(c) |
Other than as described in Item 3 of this Schedule 13D, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the Scheduled Persons, has
effected any transaction in shares of Common Stock during the past sixty days.
|
(d) |
Not applicable.
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(e) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to Be Filed as Exhibits:
|
Exhibit 99.1 |
Joint Filing Agreement
|
BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD.
|
||||
By:
|
/s/ Anna Knapman-Scott
|
|||
Name:
|
Anna Knapman-Scott
|
|||
Title:
|
Corporate Secretary
|
|||
BAM RE TRUSTEE LTD.,
|
||||
for and on behalf of
|
||||
BAM RE PARTNERS TRUST
|
||||
By:
|
/s/ Kathy Sarpash
|
|||
Name:
|
Kathy Sarpash
|
|||
Title:
|
Vice President
|
|||
BAM RE HOLDINGS LTD.
|
||||
By:
|
/s/ Anna Knapman-Scott
|
|||
Name:
|
Anna Knapman-Scott
|
|||
Title:
|
Secretary
|
|||
NORTH END RE (CAYMAN) SPC
|
||||
By:
|
/s/ Gregory McConnie
|
|||
Name:
|
Gregory McConnie
|
|||
Title:
|
Director and Chief Executive Officer
|
BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD. | ||||
|
By:
|
/s/ Anna Knapman-Scott |
||
Name: | Anna Knapman-Scott |
|||
Title: | Corporate Secretary | |||
BAM RE TRUSTEE LTD., for and on behalf of BAM RE PARTNERS TRUST |
||||
By:
|
/s/ Kathy Sarpash |
|||
Name: | Kathy Sarpash |
|||
Title: | Vice President | |||
BAM RE HOLDINGS LTD. | ||||
|
By:
|
/s/ Anna Knapman-Scott |
||
Name: | Anna Knapman-Scott |
|||
Title: | Secretary | |||
NORTH END RE (CAYMAN) SPC | ||||
|
By:
|
/s/ Gregory McConnie |
||
Name: | Gregory McConnie |
|||
Title: | Director and Chief Executive Officer | |||