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 *
Athene Holding Ltd

(Last) (First) (Middle)
96 PITTS BAY ROAD

(Street)
PEMBROKE D0 HM08

(City) (State) (Zip)
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
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)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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).
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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 Issuer’s 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]

 

 

ATHENE ANNUITY & LIFE ASSURANCE COMPANY

 

 

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President, Corporate

 

 

 

 

 

ATHENE ANNUITY AND LIFE COMPANY

 

 

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President, Corporate

 

 

 

 

 

ATHENE USA CORPORATION

 

 

 

 

 

By:

/s/ John Golden

 

Name: John Golden

 

Title: Executive Vice President, Corporate

 

 

 

 

 

ATHENE HOLDING LTD.

 

 

 

 

 

By:

/s/ Tab Shanafelt

 

Name: Tab Shanafelt

 

Title: Senior Vice President, Legal and Secretary