1 |
NAME
OF REPORTING PERSONS
Athene
Annuity and Life Company |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Iowa |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
|
6 |
SHARED
VOTING POWER
1,760,000 |
7 |
SOLE
DISPOSITIVE POWER
|
8 |
SHARED
DISPOSITIVE POWER
1,760,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0% |
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
1,760,000 |
7 |
SOLE
DISPOSITIVE POWER
|
8 |
SHARED
DISPOSITIVE POWER
1,760,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0% |
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
1,760,000 |
7 |
SOLE
DISPOSITIVE POWER
|
8 |
SHARED
DISPOSITIVE POWER
1,760,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0% |
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
1,760,000 |
7 |
SOLE
DISPOSITIVE POWER
|
8 |
SHARED
DISPOSITIVE POWER
1,760,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0% |
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
1,760,000 |
7 |
SOLE
DISPOSITIVE POWER
|
8 |
SHARED
DISPOSITIVE POWER
1,760,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0%
|
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
1,760,000 |
7 |
SOLE
DISPOSITIVE POWER
|
8 |
SHARED
DISPOSITIVE POWER
1,760,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0% |
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
1,760,000 |
7 |
SOLE
DISPOSITIVE POWER
|
8 |
SHARED
DISPOSITIVE POWER
1,760,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0% |
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
1,760,000 |
7 |
SOLE
DISPOSITIVE POWER
|
8 |
SHARED
DISPOSITIVE POWER
1,760,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0% |
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
1,760,000 |
7 |
SOLE
DISPOSITIVE POWER
|
8 |
SHARED
DISPOSITIVE POWER
1,760,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,760,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.0% |
12 |
TYPE
OF REPORTING PERSON
HC |
|
|
|
|
Item 1. |
(a) |
Name of Issuer |
Calamos Strategic Total Return
Fund
| (b) | Address of Issuer’s Principal
Executive Offices |
2020 Calamos Court, c/o Calamos Advisors LLC
Naperville, IL 60653
Item 2. | (a) |
Name of Person Filing |
This statement is filed by: (i) Athene Annuity and Life Company
(“AAIA”); (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”).
AAIA holds Series F Mandatory Redeemable
Preferred Shares (the “MRPs”) of the Issuer. AISG is the investment adviser of AAIA. 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 AAIA
is 7700 Mills Civic Parkway, West Des Moines, Iowa 50266. 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, 43rd Floor, New York, NY 10019.
AAIA |
|
Iowa |
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 |
Series F
Mandatory Redeemable Preferred Shares
128125*60
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: ____ |
Item 4 Ownership.
(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 MRPs outstanding is based on 4,000,000 shares of the MRPs outstanding.
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: ¨
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: June 2, 2022
|
ATHENE ANNUITY AND LIFE COMPANY |
|
|
|
|
|
|
|
|
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: |
Apollo Capital Management L.P., |
|
|
|
its managing member |
|
|
|
|
|
|
|
|
|
|
By: |
Apollo Capital Management GP, LLC, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Joseph D. Glatt |
|
|
|
|
|
Joseph D. Glatt |
|
|
|
|
|
Vice President |
|
APOLLO LIFE ASSET GP, LLC |
|
|
|
|
|
|
By: |
Apollo Capital Management L.P., |
|
|
its managing member |
|
|
|
|
|
|
|
By: |
Apollo Capital Management GP, LLC, |
|
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
/s/ Joseph D. Glatt |
|
|
|
|
Joseph D. Glatt |
|
|
|
|
Vice President |
|
|
|
|
|
|
APOLLO CAPITAL MANAGEMENT, L.P. |
|
|
|
|
|
|
By: |
Apollo Capital Management GP, LLC, |
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Joseph D. Glatt |
|
|
|
Joseph D. Glatt |
|
|
|
Vice President |
|
|
|
|
|
|
APOLLO CAPITAL MANAGEMENT GP, LLC |
|
|
|
|
|
|
By: |
/s/ Joseph D. Glatt |
|
|
Joseph D. Glatt |
|
|
Vice President |
|
|
|
|
|
|
APOLLO MANAGEMENT HOLDINGS, L.P. |
|
|
|
|
|
|
By: |
Apollo Management Holdings GP, LLC, |
|
|
its general partner |
|
|
|
|
|
|
|
By: |
/s/ Joseph D. Glatt |
|
|
|
Joseph D. Glatt |
|
|
|
Vice President |
|
|
|
|
|
|
APOLLO MANAGEMENT HOLDINGS GP, LLC |
|
|
|
|
|
|
By: |
/s/ Joseph D. Glatt |
|
|
Joseph D. Glatt |
|
|
Vice President |