UNITED STATES SECURITIES | OMB APPROVAL OMB Number: 3235-0076 Estimated Average burden hours per response: 4.0 | |
Notice of Exempt Offering of Securities | ||
| 1. Issuer's Identity | ||
| CIK (Filer ID Number) | Previous Name(s) x None | Entity Type |
0001604550 |
o
Corporation
x
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other | |
| Name of Issuer | ||
Great-West Lifeco U.S. Holdings, LP | ||
| Jurisdiction of Incorporation/Organization | ||
| DELAWARE | ||
| Year of Incorporation/Organization | |||
| x | Over Five Years Ago | ||
| o | Within Last Five Years (Specify Year) | ||
| o | Yet to Be Formed | ||
| 2. Principal Place of Business and Contact Information | ||||
| Name of Issuer | ||||
| Great-West Lifeco U.S. Holdings, LP | ||||
| Street Address 1 | Street Address 2 | ||
| 100 Federal Street |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| Boston | MASSACHUSETTS | 02110 | 617-292-1000 |
| 1. Issuer's Identity | |||
| CIK (Filer ID Number) | Previous Name(s) o None | Entity Type | |
| 0000850918 | GREAT-WEST LIFECO INC GREAT WEST LIFECO INC |
x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other | |
| Name of Issuer | |||
GREAT-WEST LIFECO INC. | |||
| Jurisdiction of Incorporation/Organization | |||
| CANADA (FEDERAL LEVEL) | |||
| Year of Incorporation/Organization | |||
| o | Yet to Be Formed | ||
| o | Within Last Five Years (Specify Year) | ||
| x | Over Five Years Ago | ||
| 2. Principal Place of Business and Contact Information | |||
| Name of Issuer | |||
| GREAT-WEST LIFECO INC. | |||
| Street Address 1 | Street Address 2 | ||
| 100 OSBORNE ST. N. |
| City | State/Province/Country | ZIP/Postal Code | Phone No. of Issuer |
| WINNIPEG | MANITOBA, CANADA | R3C 1V3 | 204-946-1190 |
| 3. Related Persons |
| Last Name | First Name | Middle Name |
| Mahon | Paul | A. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| President & Chief Executive Officer and Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Srivastava | Raman |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Executive Vice-President and Global Chief Investment Officer of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Sonnen | Anne | C. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Senior Vice-President and Chief Compliance Officer of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Jamal | Arshil |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| President and Group Head, Strategy Investments, Insurance and Corporate Development of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Macoun | Jeffrey | P. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| President and Chief Operating Officer, Canada of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| MacNicholas | Garry |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Executive Vice President and Chief Financial Officer of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Russell | Nancy | D. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North | 100 |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Senior Vice-President and Chief Internal Auditor of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Trickett | Jeremy | W. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnipeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Senior Vice-President and Chief Governance Officer of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Orr | R. | Jeffrey |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Coutu | Marcel | R. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Desmarais | Andre | A. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Desmarais, Jr. | Paul |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Conway | Heather | E. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Doer | Gary | A. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Geraghty | Sharon | C. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Executive Vice-President and General Counsel of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Barrett | Deborah | J. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North | 100 |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Fuller | David | G. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Tretiak | Gregory | D. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Walsh | Brian | E. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Bird | Graham | R. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Special Advisor to the Chief Executive Officer of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Palombo | Grace | M. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Executive Vice President and Chief Human Resources Officer of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Ryan | T. | Timothy |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Vanaselja | Siim | A. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Genereux | Claude |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Tomlin | Dervla | M. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Executive Vice President and Chief Risk Officer of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Rullo | Steve |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Executive Vice-President and Global Chief Information Officer of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Reynolds | Robert | L. |
| Street Address 1 | Street Address 2 |
| 100 Federal Street |
| City | State/Province/Country | ZIP/Postal Code |
| Boston | MASSACHUSETTS | 02110 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Chair of Great-West Lifeco U.S. Holdings, LLC, the General Partner of Great-West Lifeco U.S. Holdings, L.P. | |
| Last Name | First Name | Middle Name |
| Bolotin | Andra | S. |
| Street Address 1 | Street Address 2 |
| 100 Federal Street |
| City | State/Province/Country | ZIP/Postal Code |
| Boston | MASSACHUSETTS | 02110 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Vice-President of Great-West Lifeco U.S. Holdings, LLC, the General Partner of Great-West Lifeco U.S. Holdings, L.P. | |
| Last Name | First Name | Middle Name |
| McArthur | Susan | J. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnipeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Amend | Michael | R. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnipeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Madoff | Paula | B. |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Harney | David |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| President and Chief Operating Officer, Europe of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Bienfait | Roberta |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | o | Executive Officer | x | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Director of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Simmonds | David |
| Street Address 1 | Street Address 2 |
| 100 Osborne Street North |
| City | State/Province/Country | ZIP/Postal Code |
| Winnepeg | MANITOBA, CANADA | R3C 1V3 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| Senior Vice President and Chief Communications and Sustainability Officer of Great-West Lifeco Inc. | |
| Last Name | First Name | Middle Name |
| Murphy, III | Edward | F. |
| Street Address 1 | Street Address 2 |
| 8515 E. Orchard Road |
| City | State/Province/Country | ZIP/Postal Code |
| Greenwood Village | COLORADO | 80111 |
| Relationship: | x | Executive Officer | o | Director | o | Promoter |
| Clarification of Response (if Necessary) | |
| President and Chief Executive Officer, Empower | |
| 4. Industry Group |
| o | Agriculture | Health Care | o | Retailing | ||||
| Banking & Financial Services | o | Biotechnology | o | Restaurants | ||||
| o | Commercial Banking | o | Health Insurance | Technology | ||||
| x | Insurance | o | Hospitals & Physicians | o | Computers | |||
| o | Investing | o | Pharmaceuticals | o | Telecommunications | |||
| o | Investment Banking | o | Other Health Care | o | Other Technology | |||
| o | Pooled Investment Fund | Travel | ||||||
| o | Other Banking & Financial Services | o | Manufacturing | o | Airlines & Airports | |||
| Real Estate | o | Lodging & Conventions | ||||||
| o | Commercial | o | Tourism & Travel Services | |||||
| o | Construction | o | Other Travel | |||||
| o | REITS & Finance | o | Other | |||||
| o | Residential | |||||||
| o | Other Real Estate | |||||||
| o | Business Services | |||||||
| Energy | ||||||||
| o | Coal Mining | |||||||
| o | Electric Utilities | |||||||
| o | Energy Conservation | |||||||
| o | Environmental Services | |||||||
| o | Oil & Gas | |||||||
| o | Other Energy | |||||||
| 5. Issuer Size |
| Revenue Range | Aggregate Net Asset Value Range | ||
| o | No Revenues | o | No Aggregate Net Asset Value |
| o | $1 - $1,000,000 | o | $1 - $5,000,000 |
| o | $1,000,001 - $5,000,000 | o | $5,000,001 - $25,000,000 |
| o | $5,000,001 - $25,000,000 | o | $25,000,001 - $50,000,000 |
| o | $25,000,001 - $100,000,000 | o | $50,000,001 - $100,000,000 |
| o | Over $100,000,000 | o | Over $100,000,000 |
| x | Decline to Disclose | o | Decline to Disclose |
| o | Not Applicable | o | Not Applicable |
| 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) |
| o | Rule 504(b)(1) (not (i), (ii) or (iii)) | o | Rule 505 | |||
| o | Rule 504 (b)(1)(i) | x | Rule 506(b) | |||
| o | Rule 504 (b)(1)(ii) | o | Rule 506(c) | |||
| o | Rule 504 (b)(1)(iii) | o | Securities Act Section 4(a)(5) | |||
| o | Investment Company Act Section 3(c) | |||||
| 7. Type of Filing |
| o | New Notice | Date of First Sale | 2014-03-25 | o | First Sale Yet to Occur |
| x | Amendment |
| 8. Duration of Offering |
| Does the Issuer intend this offering to last more than one year? | x | Yes | o | No |
| 9. Type(s) of Securities Offered (select all that apply) |
| o | Pooled Investment Fund Interests | x | Equity |
| o | Tenant-in-Common Securities | o | Debt |
| o | Mineral Property Securities | o | Option, Warrant or Other Right to Acquire Another Security |
| o | Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | x | Other (describe) |
| Equity securities issued in connection with repurchases under the Putnam Investments, LLC Equity Incentive Plan. | |||
| 10. Business Combination Transaction |
| Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? | o | Yes | x | No |
| Clarification of Response (if Necessary) | ||||
| 11. Minimum Investment |
| Minimum investment accepted from any outside investor | $ 0 USD |
| 12. Sales Compensation |
| Recipient | Recipient CRD Number | o | None | ||
| (Associated) Broker or Dealer | o | None | (Associated) Broker or Dealer CRD Number | o | None |
| Street Address 1 | Street Address 2 | ||||
| City | State/Province/Country | ZIP/Postal Code |
| State(s) of Solicitation | o | All States |
| 13. Offering and Sales Amounts |
| Total Offering Amount | $ USD | x Indefinite |
| Total Amount Sold | $ 224427807 USD | |
| Total Remaining to be Sold | $ USD | x Indefinite |
| Clarification of Response (if Necessary) |
| This Form D relates to the Form D initially filed 4.7.2014 (Accession No. 0001140361-14-015926,) and the Form D most recently filed 4.11.2022 (Accession No. 0001567619-22-008351). |
| 14. Investors |
| o | Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering | |
| Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: | 374 |
| 15. Sales Commissions & Finders’ Fees Expenses |
| Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount. |
| Sales Commissions | $ 0 USD | o | Estimate |
| Finders' Fees | $ 0 USD | o | Estimate |
| Clarification of Response (if Necessary) |
| There will be no sales commissions or finders' fees in connection with this offering. |
| 16. Use of Proceeds |
| Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount. |
| $ 0 USD | o | Estimate |
| Clarification of Response (if Necessary) |
| Gross proceeds of this offering will not be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. |
| Signature and Submission |
| Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice. |
| Terms of Submission |
| In submitting this notice, each Issuer named above is: | ||
|
| Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person. | |
| For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature. | |
| o | I also am a duly authorized representative of the other Issuer(s) in Item 1 above and authorized to sign on their behalf. |
| Issuer | Signature | Name of Signer | Title | Date |
| Great-West Lifeco U.S. Holdings, LP | /s/ Stephen J. Tate | Stephen J. Tate | Vice President | 2023-04-11 |
| GREAT-WEST LIFECO INC. | /s/ Garry MacNicholas | Garry MacNicholas | Executive Vice President and Chief Financial Officer | 2023-04-11 |