Form D

FORM D

Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL

OMB Number: 3235-0076

Estimated Average burden hours per response: 4.0

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0000850918

GREAT-WEST LIFECO INC

GREAT WEST LIFECO INC

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Name of Issuer

GREAT-WEST LIFECO INC.

Jurisdiction of Incorporation/Organization

CANADA (FEDERAL LEVEL)

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

Yet to Be Formed

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 3A5

204-946-1190

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0001604550

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Name of Issuer

Great-West Lifeco U.S. Holdings, LP

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

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

3. Related Persons

Last Name

First Name

Middle Name

Mahon

Paul

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

President and Group Head, Strategy, Investments, Reinsurance and Corporate Development of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Macoun

Jeffrey

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Jeffrey

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Coutu

Marcel

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Desmarais

Andre

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Conway

Heather

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Doer

Gary

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Geraghty

Sharon

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnepeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Street Address 1

Street Address 2

100 Osborne Street North

100

City

State/Province/Country

ZIP/Postal Code

Winnepeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Fuller

David

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Tretiak

Gregory

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Walsh

Brian

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Bird

Graham

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Executive Vice-President and Chief Risk Officer of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Palombo

Grace

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Timothy

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Vanaselja

Siim

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Tomlin

Dervla

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnepeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Executive Vice-President and Chief Actuary 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

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Street Address 1

Street Address 2

100 Federal Street

City

State/Province/Country

ZIP/Postal Code

Boston

MASSACHUSETTS

02110

Relationship:

Executive Officer

Director

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

Street Address 1

Street Address 2

100 Federal Street

City

State/Province/Country

ZIP/Postal Code

Boston

MASSACHUSETTS

02110

Relationship:

Executive Officer

Director

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

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Amend

Michael

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Lempres

Elizabeth

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Director of Great-West Lifeco Inc.

Last Name

First Name

Middle Name

Madoff

Paula

Street Address 1

Street Address 2

100 Osborne Street North

City

State/Province/Country

ZIP/Postal Code

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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 3A5

Relationship:

Executive Officer

Director

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

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Winnipeg

MANITOBA, CANADA

R3C 3A5

Relationship:

Executive Officer

Director

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

Edmund

Street Address 1

Street Address 2

8515 E. Orchard Road

City

State/Province/Country

ZIP/Postal Code

Greenwood Village

COLORADO

80111

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

President and Chief Executive Officer, Empower Retirement

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range

Aggregate Net Asset Value Range

No Revenues

No Aggregate Net Asset Value

$1 - $1,000,000

$1 - $5,000,000

$1,000,001 - $5,000,000

$5,000,001 - $25,000,000

$25,000,001 - $50,000,000

$25,000,001 - $100,000,000

$50,000,001 - $100,000,000

Over $100,000,000

Decline to Disclose

Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii)
or (iii))

Rule 506(b)

Rule 504 (b)(1)(i)

Rule 506(c)

Rule 504 (b)(1)(ii)

Securities Act Section 4(a)(5)

Rule 504 (b)(1)(iii)

Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2014-04-02

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

Pooled Investment Fund Interests

Equity

Tenant-in-Common Securities

Debt

Mineral Property Securities

Option, Warrant or Other Right to Acquire Another Security

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Other (describe)

Equity securities issued in connection with repurchases under the PanAgora Asset Management Inc., Panagora Holdings Inc. Management Equity 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?

Yes

Clarification of Response (if Necessary)

11. Minimum Investment

Minimum investment accepted from any outside investor

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

City

State/Province/Country

ZIP/Postal Code

State(s) of Solicitation

All States

13. Offering and Sales Amounts

Total Offering Amount

USD

Indefinite

Total Amount Sold

112007344

USD

Total Remaining to be Sold

USD

Indefinite

Clarification of Response (if Necessary)

This Form D/A relates to the offering described in the Form D initially filed on April 15, 2014 (Accession No. 0001140361-14-016712) and the Form D/A most recently filed on April 9, 2021 (Accession No. 0000850918-21-000001).

14. Investors

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:

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

USD

Estimate

Finders' Fees

USD

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.

USD

Estimate

Clarification of Response (if Necessary)

Gross proceeds of this offering will not be used for payment 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:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

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.

I also am a duly authorized representative of the other identified issuer(s) in Item 1 above and authorized to sign on their behalf.

Issuer

Signature

Name of Signer

Title

Date

GREAT-WEST LIFECO INC.

/s/ Garry MacNicholas

Garry MacNicholas

Executive Vice President and Chief Financial Officer

2022-04-11

Great-West Lifeco U.S. Holdings, LP

/s/ Stephen J. Tate

Stephen J. Tate

Vice President

2022-04-11