Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1 |
NAME OF REPORTING PERSONS
Athene Co-Invest Reinsurance Affiliate 1A Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
6 |
SHARED VOTING POWER
1,568,232 |
7 |
SOLE DISPOSITIVE POWER |
8 |
SHARED DISPOSITIVE POWER
1,568,232
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,232 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% |
12 |
TYPE OF REPORTING PERSON
IC |
1 |
NAME OF REPORTING PERSONS
Apollo Insurance Solutions Group LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
6 |
SHARED VOTING POWER
1,568,232 |
7 |
SOLE DISPOSITIVE POWER |
8 |
SHARED DISPOSITIVE POWER
1,568,232
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,232 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% |
12 |
TYPE OF REPORTING PERSON
IA |
1 |
NAME OF REPORTING PERSONS
AISG GP Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
6 |
SHARED VOTING POWER
1,568,232 |
7 |
SOLE DISPOSITIVE POWER |
8 |
SHARED DISPOSITIVE POWER
1,568,232
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,232 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% |
12 |
TYPE OF REPORTING PERSON
HC |
1 |
NAME OF REPORTING PERSONS
Apollo Life Asset, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
6 |
SHARED VOTING POWER
1,568,232 |
7 |
SOLE DISPOSITIVE POWER |
8 |
SHARED DISPOSITIVE POWER
1,568,232
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,232 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% |
12 |
TYPE OF REPORTING PERSON
HC |
1 |
NAME OF REPORTING PERSONS
Apollo Life Asset GP, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
6 |
SHARED VOTING POWER
1,568,232 |
7 |
SOLE DISPOSITIVE POWER |
8 |
SHARED DISPOSITIVE POWER
1,568,232
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,232 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% |
12 |
TYPE OF REPORTING PERSON
HC |
1 |
NAME OF REPORTING PERSONS
Apollo Capital Management, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
6 |
SHARED VOTING POWER
1,568,232 |
7 |
SOLE DISPOSITIVE POWER |
8 |
SHARED DISPOSITIVE POWER
1,568,232
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,232 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% |
12 |
TYPE OF REPORTING PERSON
IA |
1 |
NAME OF REPORTING PERSONS
Apollo Capital Management GP, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
6 |
SHARED VOTING POWER
1,568,232 |
7 |
SOLE DISPOSITIVE POWER |
8 |
SHARED DISPOSITIVE POWER
1,568,232
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,232 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% |
12 |
TYPE OF REPORTING PERSON
HC |
1 |
NAME OF REPORTING PERSONS
Apollo Management Holdings, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
6 |
SHARED VOTING POWER
1,568,232 |
7 |
SOLE DISPOSITIVE POWER |
8 |
SHARED DISPOSITIVE POWER
1,568,232
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,232 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% |
12 |
TYPE OF REPORTING PERSON
HC |
1 |
NAME OF REPORTING PERSONS
Apollo Management Holdings GP, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER |
6 |
SHARED VOTING POWER
1,568,232 |
7 |
SOLE DISPOSITIVE POWER |
8 |
SHARED DISPOSITIVE POWER
1,568,232
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,568,232 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9% |
12 |
TYPE OF REPORTING PERSON
HC |
Item 1. | (a) |
Name of Issuer |
Jackson Financial Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
1 Corporate Way, Lansing, Michigan 48951
Item 2. | (a) |
Name of Person Filing |
This statement is filed by: (i) Athene Co-Invest Reinsurance
Affiliate 1A Ltd. (“ACRA 1A”); (ii) Apollo Insurance Solutions Group LP (“AISG”); (iii) AISG GP Ltd.
(“AISG GP”); (iv) Apollo Life Asset, L.P. (“Apollo Life”); (v) Apollo Life Asset GP, LLC (“Apollo
Life GP”); (vi) Apollo Capital Management, L.P. (“Capital Management”); (vii) Apollo Capital Management GP,
LLC (“Capital Management GP”); (viii) Apollo Management Holdings, L.P. (“Management Holdings”); and (ix) Apollo
Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting
Persons.”
ACRA 1A holds securities of the
Issuer.
AISG is the investment adviser of
ACRA 1A. AISG GP is the general partner of AISG. Apollo Life is the general partner of AISG GP, and Apollo Life GP is the general partner
of Apollo Life. Capital Management is the sole member of Apollo Life GP. The general partner of Capital Management is Capital Management
GP. Management Holdings is the sole member and manager of Capital Management GP, and Management Holdings GP is the general partner of
Management Holdings.
| (b) | Address of Principal Business Office or, if none, Residence |
The address of the principal office
of ACRA 1A is Second Floor, Washington House, 16 Church Street, Hamilton HM 11 Bermuda. The address of the principal office of AISG is
2121 Rosecrans Ave. Ste 5300, El Segundo, California 90245. The address of the principal office of each of AISG GP, Apollo Life, Apollo
Life GP, is c/o Walkers Corporate Limited, Cayman Corporate Center, 27 Hospital Road, George Town, KY1-9008 Grand Cayman, Cayman Islands.
The address of the principal office of each of Capital Management, Capital Management GP, Management Holdings, and Management Holdings
GP is 9 West 57th Street, New York, NY 10019.
|
ACRA 1A |
Bermuda |
|
AISG |
Delaware |
|
AISG GP |
Cayman Islands |
|
Apollo Life |
Cayman Islands |
|
Apollo Life GP |
Cayman Islands |
|
Capital Management |
Delaware |
|
Capital Management GP |
Delaware |
|
Management Holdings |
Delaware |
|
Management Holdings GP |
Delaware |
| (d) | Title of class of securities |
Class A common stock, par value
$0.01 per share (“Common Stock”)
46817M107
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a: |
|
(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
|
|
(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
|
|
(c) |
x |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
|
|
(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
|
|
(e) |
x |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
|
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
|
(g) |
x |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
|
|
(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
|
(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3); |
|
|
(j) |
¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
|
|
(k) |
¨ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____. |
(a) & (b) Information
in Rows 5 to 11 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 4 by reference.
The Reporting Persons’ aggregate
percentage beneficial ownership of the total amount of Common Stock outstanding is based on 83,036,974 shares of Common Stock outstanding
as of November 3, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2022.
AISG, AISG GP, Apollo Life, Apollo
Life GP, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP, each disclaim beneficial ownership
of all Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person
or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, as amended, or for any other purpose.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following: x
| Item 6. | Ownership of More than Five Percent on Behalf of Another
Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company. |
See response to Item 2(a), which is incorporated
herein by reference.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were
not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §240.14a-11.
[The remainder of this page is intentionally
left blank.]
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2023
|
ATHENE CO-INVEST REINSURANCE AFFILIATE 1A LTD. |
|
|
|
|
|
By: |
Apollo Insurance Solutions Group LP,
its investment adviser |
|
|
|
|
|
|
By: |
AISG GP Ltd., |
|
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Angelo Lombardo |
|
|
|
|
Angelo Lombardo |
|
|
|
|
Authorized Signatory |
|
APOLLO INSURANCE SOLUTIONS GROUP LP |
|
|
|
|
|
By: |
AISG GP Ltd., |
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ Angelo Lombardo |
|
|
|
Angelo Lombardo |
|
|
|
Authorized Signatory |
|
|
|
|
|
AISG GP LTD. |
|
|
|
|
|
By: |
/s/ Angelo Lombardo |
|
|
Angelo Lombardo |
|
|
Authorized Signatory |
|
|
|
|
|
APOLLO LIFE ASSET, L.P. |
|
|
|
|
|
By: |
Apollo Life Asset GP, LLC, |
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
|
William Kuesel |
|
|
|
Vice President |
|
|
|
|
|
APOLLO LIFE ASSET GP, LLC |
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
William Kuesel |
|
|
Vice President |
|
APOLLO CAPITAL MANAGEMENT, L.P. |
|
|
|
|
|
By: |
Apollo Capital Management GP, LLC, |
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
|
William Kuesel |
|
|
|
Vice President |
|
|
|
|
|
APOLLO CAPITAL MANAGEMENT GP, LLC |
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
William Kuesel |
|
|
Vice President |
|
|
|
|
|
APOLLO MANAGEMENT HOLDINGS, L.P. |
|
|
|
|
|
By: |
Apollo Management Holdings GP, LLC, |
|
|
its general partner |
|
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
|
William Kuesel |
|
|
|
Vice President |
|
|
|
|
|
APOLLO MANAGEMENT HOLDINGS GP, LLC |
|
|
|
|
|
By: |
/s/ William Kuesel |
|
|
William Kuesel |
|
|
Vice President |