As filed with the Securities and Exchange Commission on April 26, 2019
RegistrationNo. 333-229687
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. 3
Great American Life Insurance Company
(Exact name of registrant as specified in its charter)
Ohio | 6311 | 13-1935920 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
301 East Fourth Street, Cincinnati, Ohio 45202
(513)357-3300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John P. Gruber
Great American Life Insurance Company
301 East Fourth Street, Cincinnati, Ohio 45202
(513)357-3300
(Name and Address of Agent of Service)
Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company or an emerging growth company.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
Calculation of Registration Fee
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Title of each class of securities to be registered | Amount to be registered pursuant to this Registration | Proposed maximum offering price per unit | Proposed maximum aggregate offering price | Amount of registration fee, including fee paid for previously registered securities | ||||
Individual Fixed-Indexed Flexible Premium Deferred Annuity Contract | $0(1) | N/A(2) | $500,000,000(1) | $50,350(3) | ||||
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(1) | No amount is to be registered pursuant to this Registration Statement beyond the $500,000,000 of securities previously registered for sale pursuant to Registrant’s Registration Statement on FormS-1 (FileNo. 333-207914), which was filed and became effective on February 16, 2016 (“Registration Statement No. 1”). Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended (the “Securities Act”), all unsold securities from Registration Statement No. 1 will be added to this Registration Statement and the offering of securities under Registration Statement No. 1 will be deemed terminated as of the date of effectiveness of this Registration Statement. As of March 31, 2019 there were $456,224,309 of unsold shares registered pursuant to Registration Statement No. 1. |
(2) | The proposed maximum offering price per unit is not applicable because these securities are not issued in predetermined amounts or units. |
(3) | The Registrant previously paid a registration fee in the amount of $50,350 with respect to the securities registered pursuant to Registration Statement No. 1. Securities registered pursuant to the Registration Statement No. 1that are unsold as of the effective date of this Registration Statement will be included in this Registration Statement pursuant to Rule 415(a)(6) as of the effective date. The previously paid fee will continue to be applied to such unsold shares, which the Registrant may continue to offer and sell. |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 3 to the Registration Statement on FormS-1 (RegistrationNo. 333-229687) of Great American Life Insurance Company is to provide Exhibit 5 to the Registration Statement as indicated in Item 16(a) of Part II of this amendment. No change is made to Part I or Part II of the Registration Statement, other than to Item 16(a) of Part II and the Index to Exhibits, and those items have therefore been omitted. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II, the Index to Exhibits, the signature page to the Registration Statement and the exhibit filed herewith.
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. | Exhibits and Financial Statement Schedules |
(a) | Exhibits |
Part II - Page 1
Part II - Page 2
INDEX TO EXHIBITS
GREAT AMERICAN LIFE INSURANCE COMPANY
Number | Exhibit Description | |
5 | Opinion re Legality |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement on FormS-1 for the Modified Single Premium Deferred Annuity Contract to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cincinnati, State of Ohio, on April 26, 2019.
Great American Life Insurance Company | ||||||
April 26, 2019 | By: | /s/ Christopher P. Miliano | ||||
Christopher P. Miliano | ||||||
Executive Vice President, Chief Financial Officer, Treasurer and Director |
Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement on FormS-1 for the Modified Single Premium Deferred Annuity Contract has been signed by the following persons in the capacities and on the dates indicated.
Signature | Capacity | Date | ||
/s/ Mark F. Muething | President | |||
Mark F. Muething* | Chief Operating Officer Director | |||
/s/ Jeffrey G. Hester | Director | |||
Jeffrey G. Hester* | ||||
/s/ Michael J. Prager | Director | |||
Michael J. Prager* | ||||
/s/ Christopher P. Miliano | Executive Vice President and Treasurer | April 26, 2019 | ||
Christopher P. Miliano | Chief Financial Officer | |||
Chief Accounting Officer Director | ||||
/s/ John P. Gruber | Director | April 26, 2019 | ||
John P. Gruber | Senior Vice President and Secretary General Counsel | |||
*By: /s/ John P. Gruber | AsAttorney-in-Fact pursuant to powers of attorney filed herewith | |||
John P. Gruber |
Date: April 26, 2019