Form 4 CLEARBRIDGE AMERICAN For: Dec 30 Filed by: Athene USA Corp
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person
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(Street)
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2. Issuer Name
and
Ticker or Trading Symbol
CLEARBRIDGE AMERICAN ENERGY MLP FUND INC. [ CBA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/30/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check
Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Senior Secured Notes | 12/30/2015 | J (1) | 8,319,002 | D | (1) | $ 42,080,998 | I | See footnote (1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. See Exhibit 99.1. |
[see signatures attached as Exhibit 99.2] | 02/12/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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. |
Exhibit 99.1
(1) This Form 4 is being filed to report the redemption by ClearBridge American Energy MLP Fund Inc., a closed-end management investment company registered under the Investment Company Act of 1940 (the Issuer), of an aggregate of $8,319,002 principal amount of the Issuers senior secured notes (the Notes), of which $1,969,697 principal amount of the Notes was redeemed from Athene Annuity & Life Assurance Company (Athene Annuity) and $6,349,305 principal amount of the Notes was redeemed from Athene Annuity and Life Company, formerly known as Aviva Life and Annuity Company (AAIA). The Notes were redeemed at a purchase price equal to 102% of the respective principal amounts. Following the reported transactions, Athene Annuity was the holder of record of $10,030,303 principal amount of the Notes and AAIA was the holder of record of $32,050,695 principal amount of the Notes.
Athene Annuity is the sole shareholder of AAIA. Athene USA Corporation (AUSA) is the sole shareholder of Athene Annuity, and Athene Holding Ltd. (Athene Holding) is the sole shareholder of AUSA.
Athene Annuity disclaims beneficial ownership of the Notes held of record by AAIA, AAIA disclaims beneficial ownership of the Notes held of record by Athene Annuity, and each of Athene Holding and AUSA disclaims beneficial ownership of the Notes held of record by Athene Annuity or AAIA, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The address of Athene Annuity, AAIA and AUSA is 7700 Mills Civic Parkway, West Des Moines, Iowa 50266. The address of Athene Holding is 96 Pitts Bay Road, Pembroke, Bermuda HM08.
Exhibit 99.2
This Statement on Form 4 is filed by: (i) Athene Annuity & Life Assurance Company, (ii) Athene Annuity and Life Company, (iii) Athene USA Corporation, and (iv) Athene Holding Ltd.
Name of Designated Filer: Athene Holding Ltd.
Date of Event Requiring Statement: December 30, 2015
Issuer Name and Ticker or Trading Symbol: ClearBridge American Energy MLP Fund Inc. [CBA]
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ATHENE ANNUITY & LIFE ASSURANCE COMPANY | |
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By: |
/s/ John Golden |
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Name: John Golden | |
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Title: Executive Vice President, Corporate | |
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ATHENE ANNUITY AND LIFE COMPANY | |
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By: |
/s/ John Golden |
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Name: John Golden | |
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Title: Executive Vice President, Corporate | |
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ATHENE USA CORPORATION | |
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By: |
/s/ John Golden |
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Name: John Golden | |
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Title: Executive Vice President, Corporate | |
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ATHENE HOLDING LTD. | |
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By: |
/s/ Tab Shanafelt |
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Name: Tab Shanafelt | |
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Title: Senior Vice President, Legal and Secretary |
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