Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
15 November 2024 - 8:56AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
(Amendment No. 3)*
Under the Securities Exchange Act of 1934 |
|
Calamos Strategic Total Return Fund |
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(Name of Issuer) |
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Series F Mandatory Redeemable Preferred Shares |
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(Title of Class of Securities) |
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128125*60 |
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(CUSIP Number) |
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September 30, 2024 |
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(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
x |
Rule 13d-1(b) |
¨ |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 128125*60
1 |
NAME OF REPORTING PERSONS
Athene Annuity and Life Company |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Iowa |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
1,920,000 |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
1,920,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0% |
12 |
TYPE OF REPORTING PERSON
IC |
|
|
|
|
CUSIP No. 128125*60
1 |
NAME OF REPORTING PERSONS
Apollo Insurance Solutions Group LP |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
1,920,000 |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
1,920,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0% |
12 |
TYPE OF REPORTING PERSON
IA |
|
|
|
|
CUSIP No. 128125*60
1 |
NAME OF REPORTING PERSONS
AISG GP Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
1,920,000 |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
1,920,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0% |
12 |
TYPE OF REPORTING PERSON
HC |
|
|
|
|
CUSIP No. 128125*60
1 |
NAME OF REPORTING PERSONS
Apollo Life Asset, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
1,920,000 |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
1,920,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0% |
12 |
TYPE OF REPORTING PERSON
HC |
|
|
|
|
CUSIP No. 128125*60
1 |
NAME
OF REPORTING PERSONS
Apollo
Life Asset GP, LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
|
6 |
SHARED
VOTING POWER
1,920,000 |
7 |
SOLE
DISPOSITIVE POWER
|
8 |
SHARED
DISPOSITIVE POWER
1,920,000 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000 |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0% |
12 |
TYPE
OF REPORTING PERSON
HC |
|
|
|
|
CUSIP No. 128125*60
1 |
NAME OF REPORTING PERSONS
Apollo Capital Management, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
1,920,000 |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
1,920,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0% |
12 |
TYPE OF REPORTING PERSON
IA |
|
|
|
|
CUSIP No. 128125*60
1 |
NAME OF REPORTING PERSONS
Apollo Capital Management GP, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
1,920,000 |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
1,920,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0% |
12 |
TYPE OF REPORTING PERSON
HC |
|
|
|
|
CUSIP No. 128125*60
1 |
NAME OF REPORTING PERSONS
Apollo Management Holdings, L.P. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
1,920,000 |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
1,920,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o 󠄇
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0% |
12 |
TYPE OF REPORTING PERSON
HC |
|
|
|
|
CUSIP No. 128125*60
1 |
NAME OF REPORTING PERSONS
Apollo Management Holdings GP, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
|
6 |
SHARED VOTING POWER
1,920,000 |
7 |
SOLE DISPOSITIVE POWER
|
8 |
SHARED DISPOSITIVE POWER
1,920,000 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,920,000 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.0% |
12 |
TYPE OF REPORTING PERSON
HC |
|
|
|
|
Item 1. |
(a) |
Name of Issuer |
Calamos Strategic Total Return
Fund
| (b) | Address of Issuer’s Principal Executive Offices |
2020 Calamos Court, c/o Calamos Advisors
LLC
Naperville, IL 60653
Item 2. | (a) |
Name of Person Filing |
This statement is filed by: (i) Athene
Annuity and Life Company (“AAIA”); (ii) Apollo Insurance Solutions Group LP (“AISG”); (iii) AISG GP Ltd. (“AISG
GP”); (iv) Apollo Life Asset, L.P. (“Apollo Life”); (v) Apollo Life Asset GP, LLC (“Apollo Life GP”); (vi)
Apollo Capital Management, L.P. (“Capital Management”); (vii) Apollo Capital Management GP, LLC (“Capital Management
GP”); (viii) Apollo Management Holdings, L.P. (“Management Holdings”); and (ix) Apollo Management Holdings GP, LLC (“Management
Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”
AAIA holds
Series F Mandatory Redeemable Preferred Shares (the “MRPs”) of the Issuer. AISG is the investment adviser of AAIA. AISG
GP is the general partner of AISG. Apollo Life is the general partner of AISG GP, and Apollo Life GP is the general partner of Apollo
Life. Capital Management is the sole member of Apollo Life GP. The general partner of Capital Management is Capital Management GP. Management
Holdings is the sole member and manager of Capital Management GP, and Management Holdings GP is the general partner of Management Holdings.
|
(b) |
Address of Principal Business Office or, if none, Residence |
The
address of the principal office of AAIA is 7700 Mills Civic Parkway, West Des Moines, Iowa 50266. The address of the principal
office of AISG is 2121 Rosecrans Ave. Ste 5300, El Segundo, California 90245. The address of the principal office of each of AISG
GP, Apollo Life, and Apollo Life GP is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town,
KY1-9008 Grand Cayman, Cayman Islands. The address of the principal office of each of Capital Management, Capital Management GP,
Management Holdings, and Management Holdings GP is 9 West 57th Street, 41st Floor, New York, NY 10019.
|
AAIA |
Iowa |
|
AISG |
Delaware |
|
AISG GP |
Cayman Islands |
|
Apollo Life |
Cayman Islands |
|
Apollo Life GP |
Cayman Islands |
|
Capital Management |
Delaware |
|
Capital Management GP |
Delaware |
|
Management Holdings |
Delaware |
|
Management Holdings GP |
Delaware |
|
(d) |
Title of class of securities |
Series F Mandatory
Redeemable Preferred Shares
128125*60
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a: |
| (a) | ¨ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ¨ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | x Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); |
| (e) | x An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | x A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813); |
| (i) |
¨ A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) |
¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
(a) &
(b) Information in Rows 5 to 11 of the respective cover pages of the individual Reporting Persons are incorporated into this
Item 4 by reference.
The
Reporting Persons’ aggregate percentage of beneficial ownership of the total amount of MRPs outstanding is based on
4,000,000 shares of the MRPs outstanding.
AISG, AISG
GP, Apollo Life, Apollo Life GP, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP each
disclaim beneficial ownership of all Common Stock included in this report, and the filing of this report shall not be construed as
an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of
the Securities Exchange Act of 1934, as amended, or for any other purpose.
Item 5. |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following: ¨
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company. |
See response to Item
2(a), which is incorporated herein by reference.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under §240.14a-11.
[The remainder of this
page is intentionally left blank.]
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.
Date: November 14, 2024
|
ATHENE ANNUITY AND LIFE COMPANY |
|
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|
By: |
Apollo Insurance Solutions Group LP,
its
investment adviser |
|
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|
By: |
AISG GP Ltd., |
|
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|
its general partner |
|
|
|
|
|
By: |
/s/
Angelo Lombardo |
|
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|
Angelo Lombardo |
|
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Authorized Signatory |
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APOLLO INSURANCE SOLUTIONS GROUP LP |
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By: |
AISG GP Ltd., |
|
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its general partner |
|
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By: |
/s/ Angelo Lombardo |
|
|
|
Angelo Lombardo |
|
|
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Authorized Signatory |
|
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AISG GP LTD. |
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By: |
/s/
Angelo Lombardo |
|
|
Angelo Lombardo |
|
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Authorized Signatory |
|
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APOLLO LIFE ASSET, L.P. |
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|
By: |
Apollo Life Asset GP, LLC, |
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|
its general partner |
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By: |
Apollo Capital Management L.P., |
|
|
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its managing member |
|
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By: |
Apollo Capital Management GP, LLC, |
|
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|
|
its general partner |
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By: |
/s/ William Kuesel |
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|
William Kuesel |
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Vice President |
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APOLLO LIFE ASSET GP, LLC |
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By: |
Apollo Capital Management L.P., |
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its managing member |
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By: |
Apollo Capital Management GP, LLC, |
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its general partner |
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By: |
/s/ William Kuesel |
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|
William Kuesel |
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Vice President |
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APOLLO CAPITAL MANAGEMENT, L.P. |
|
|
|
By: |
Apollo Capital Management GP, LLC, |
|
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its general partner |
|
|
|
|
By: |
/s/
William Kuesel |
|
|
|
William Kuesel |
|
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Vice President |
|
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APOLLO CAPITAL MANAGEMENT GP, LLC |
|
|
|
By: |
/s/
William Kuesel |
|
|
William Kuesel |
|
|
Vice President |
|
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APOLLO MANAGEMENT HOLDINGS, L.P. |
|
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|
By: |
Apollo Management Holdings GP, LLC, |
|
|
its general partner |
|
|
|
|
By: |
/s/ William
Kuesel |
|
|
|
William Kuesel |
|
|
|
Vice President |
|
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APOLLO MANAGEMENT HOLDINGS GP, LLC |
|
|
|
By: |
/s/
William Kuesel |
|
|
William Kuesel |
|
|
Vice President |
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