Filing Details

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1	NAMES OF REPORTING PERSONS
	Forethought Life Insurance Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Indiana
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			402,516.387 (1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			402,516.387
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	402,516.387
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	24.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IC

(1)	See Item  5.

(1)	See Item  5.

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(1)	See Item  5.

CUSIP No. NONE

13D

The executive officers and directors of each of the Global Atlantic Companies are listed on Annex A attached hereto, which is incorporated herein by reference.  Each of Messrs. Scott Nuttall, Joseph Bae, Robert Lewin and David Sorkin is a director of KKR Group Holdings Corp. The executive officers of KKR Group Holdings Corp. and KKR & Co. Inc. are Messrs. Kravis, Roberts, Nuttall, Bae, Lewin and Sorkin. The directors of KKR & Co. Inc. are listed on Annex B attached hereto, which is incorporated herein by reference.

Each of Messrs. Nuttall, Bae and Sorkin is a United States citizen.  Mr. Lewin is a Canadian citizen.

The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit A.

(b) The address of the principal business office of each of the Global Atlantic Companies and the other individuals listed in Annex A is:

c/o Global Atlantic Financial Company

4 World Trade Center, 150 Greenwich Street,

New York, NY 10007

The address of the principal business office of the other Reporting Persons, except for Mr. Roberts, and Messrs. Nuttall, Bae, Lewin and Sorkin and the other individuals listed in Annex B is:

c/o Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

The address of the principal business office of Mr. Roberts is:

c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

(c)  Each of the Global Atlantic Companies is principally engaged in the business of retirement and life insurance and reinsurance.  The Global Atlantic Financial Group LLC is principally engaged in the business of being a holding company for the Global Atlantic Companies.  Each of KKR Magnolia Holdings LLC, KKR Group Assets Holdings L.P., KKR Group Assets GP LLC, KKR Group Partnership L.P., KKR Group Holdings Corp., KKR & Co. Inc. and KKR Management LLP is principally engaged as a holding company.

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Nuttall, Bae, Lewin and Sorkin is as an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more of its affiliates. The present principal occupation of each of the other individuals named in Item 2 is listed on Annexes A and B, respectively.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other individuals named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On February 1, 2021, KKR acquired Global Atlantic (the “Transaction”). As a result of the Transaction, KKR and may be deemed to have become the indirect beneficial owner of the shares of Common Stock held by Forethought Life Insurance Company, a wholly-owned subsidiary of Global Atlantic.

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

Forethought Life Insurance Company acquired the shares of Common Stock for investment purposes. As described herein, KKR acquired indirect beneficial ownership of the securities reported herein upon consummation of its acquisition of Global Atlantic.

While the Forethought Life Insurance Company presently has no definitive plans for additional acquisitions of shares of Common Stock, other than may exist as a result of existing subscription obligations, as described further below in Item 6, it intends to review its investment in the Issuer on a continuing basis and it may subscribe for additional shares during future transactions depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, actions taken by its board, price levels of the shares of Common Stock, and other investment opportunities available to the Forethought Life Insurance Company. Forethought Life Insurance Company does not presently intend that its interest in the Issuer will exceed 24.99% of the Common Stock outstanding at any time.

Subject to various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting Persons’ ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional shares of Common Stock or other securities of the Issuer (including any combination or derivative thereof), the Reporting Persons intend to dispose, or cause affiliates to dispose, of shares of Common Stock or other securities of the Issuer from time to time, and may continue to hold, or cause affiliates to hold, shares of Common Stock or other securities of the Issuer.

The Reporting Persons intend to engage in discussions with management or the board of directors of the Issuer about its business, operations, strategy, plans and prospects, from time to time.  In addition, the Reporting Persons may engage in discussions with management or the board of directors of the Issuer, stockholders or other security holders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including, but not limited to, a merger, reorganization or liquidation), a sale or transfer of a material amount of assets, a change in the board of directors or management, a material change in the capitalization or dividend policies, other material changes in the Issuer’s business or corporate structure, changes in the Issuer’s charter, bylaws or other actions that may impede the acquisition of control, de-listing or de-registration of the Issuer, or similar actions.

Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, each of the other individuals named in Item 2 above, have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons and each other individuals named in Item 2 with respect to the Issuer, the foregoing is subject to change at any time.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a) and (b). Forethought Life Insurance Company holds 402,516.387 shares of Common Stock, representing approximately 24.4% of the shares of Common Stock outstanding.

The percentage of beneficial ownership in this Schedule 13D is based on 1,647,320 shares of Common Stock outstanding as of November 5, 2020 as set forth in the Quarterly Report on Form 10-Q filed by the Issuer on November 6, 2020.

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Common Stock except as described herein.

(c) Except as otherwise described in Item 3 of this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Common Stock during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.

(e) Not applicable.

Item 6 of the Schedule 13D is hereby amended and restated as follows:

The information set forth in Items 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6.

Pursuant to a Subscription Agreement with the Issuer, in June 2020, Forethought Life Insurance Company agreed to purchase from the Issuer an aggregate of $5 million of additional shares of Common Stock, of which $300,000 of such obligation remains as of the date hereof.

The descriptions of the Letter Agreement and the Subscription Agreement contained herein do not purport to be complete and are qualified in their entirety by reference to such documents, copies of which are filed as Exhibits C and D, respectively, to this Schedule 13D and are incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended and restated as follows:

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.

The following sets forth the name and principal occupation of each of the executive officers and directors of each of the Global Atlantic Companies. Each of such persons is a citizen of the United States other than Hanben Kim Lee, who is a citizen of Canada.

Directors of KKR & Co. Inc.

The following sets forth the name and principal occupation of each of the directors of KKR & Co. Inc. Each of such persons is a citizen of the United States other than Xavier Niel, who is a citizen of France.

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