1    The percentages reported in this Schedule 13G/A are based upon 59,063,599 shares of Common Stock outstanding (composed of (i) 58,294,559 shares of Common Stock, outstanding as of October 30, 2009, as reported in the Form 10-Q filed by the issuer on November 9, 2009, plus (ii) 769,040 shares of Common Stock issuable upon the conversion of the 5.25% Contingent Convertible Senior Notes due 2029 held by the Reporting Persons).

 

 

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Cusip No.  025676206

13G

Page 3 of 11 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Holdings II LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
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 0
		6.	SHARED VOTING POWER   773,366 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.3%
12.	TYPE OF REPORTING PERSON PN; HC

 

 

 

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Cusip No.  025676206

13G

Page 4 of 11 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Derivatives Trading Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   773,366 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.3%
12.	TYPE OF REPORTING PERSON CO

 

 

 

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Cusip No.  025676206

13G

Page 5 of 11 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Equity Fund Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
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 0
		6.	SHARED VOTING POWER   773,366 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.3%
12.	TYPE OF REPORTING PERSON CO

 

 

 

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Cusip No.  025676206

13G

Page 6 of 11 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Citadel Investment Group II, L.L.C.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
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 0
		6.	SHARED VOTING POWER   773,366 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWN ED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.3%
12.	TYPE OF REPORTING PERSON OO; HC

 

 

 

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Cusip No.  025676206

13G

Page 7 of 11 Pages

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Kenneth Griffin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)    x (b)    o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 0
		6.	SHARED VOTING POWER   773,366 shares
		7.	SOLE DISPOSITIVE POWER 0
		8.	SHARED DISPOSITIVE POWER See Row 6 above.
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   1.3%
12.	TYPE OF REPORTING PERSON IN; HC

 

 

 

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Cusip No.  025676206

13G

Page 8 of 11 Pages

Item 1(a)

Name of Issuer

American Equity Investment Life Holding Company

Item 1(b)

Address of Issuer's Principal Executive Offices

5000 Westown Parkway, Suite 440, West Des Moines, Iowa 50266

 

Item 2(a)

Name of Person Filing

This Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Holdings II LP (“CH-II”), Citadel Derivatives Trading Ltd. (“CDT”), Citadel Equity Fund Ltd. (“CEF”), Citadel Investment Group II, L.L.C. (“CIG-II”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CH-II, CDT, CEF and CIG-II, the “Reporting Persons”) with respect to shares of Common Stock of the above-named issuer (and/or securities convertible into such shares) owned by CDT, CEF and Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”). 3

 

Citadel Advisors is the investment manager for CEF, and the portfolio manager for CDT. CH-II is the managing member of Citadel Advisors. Citadel Holdings I LP, a Delaware limited partnership (“CH-I”), is the non-member manager of Citadel Securities. CIG-II is the general partner of CH-I and CH-II. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CIG-II.

 

Item 2(b)

Address of Principal Business Office

The address of the principal business office of each of the Reporting Persons is c/o Citadel Investment Group, L.L.C., 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

 

Item 2(c)

Citizenship

Each of Citadel Advisors and CIG-II is organized as a limited liability company under the laws of the State of Delaware.  CH-II is organized as a limited partnership under the laws of the State of Delaware.  Each of CDT and CEF is organized as a limited company under the laws of the Cayman Islands.  Mr. Griffin is a U.S. citizen.

Item 2(d)

Title of Class of Securities

Common Stock, $1.00 par value

 

Item 2(e)

CUSIP Number

025676206

 

Item 3

If this statement is filed pursuant to Rules 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 Exchange Act;

 

(b)

[__]

Bank as defined in Section 3(a)(6) of the Exchange Act;

 

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3	This Schedule 13G/A amends a Schedule 13G filed on May 29, 2009 by Citadel Limited Partnership and the Reporting Persons named above and certain other affiliated entities.

 

 

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Cusip No.  025676206

13G

Page 9 of 11 Pages

 

(c)

[__]

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)

[__]

Investment company registered under Section 8 of the Investment Company Act;

 

(e)

[__]

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

[__]

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)

[__]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

[__]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)

[__]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)

[__]

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

Item 4

Ownership

 

(a)

The Reporting Persons may be deemed to beneficially own 773,366 shares of Common Stock.

 

(b)

The number of shares the Reporting Persons may be deemed to beneficially own constitutes approximately 1.3% of the Common Stock outstanding.

 

(c)

Number of shares as to which such Reporting Persons have:

 

(i)

sole power to vote or to direct the vote:  0

 

(ii)

shared power to vote or to direct the vote:  773,366

 

(iii)

sole power to dispose or to direct the disposition of:  0

 

(iv)

shared power to dispose or to direct the disposition of:  773,366

 

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 5 percent of the class of securities, check the following x.

Item 6

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

 

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Cusip No.  025676206

13G

Page 10 of 11 Pages

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

See Item 2 above

Item 8

Identification and Classification of Members of the Group

Not Applicable

Item 9

Notice of Dissolution of Group

Not Applicable

Item 10

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

 

 

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Cusip No.  025676206

13G

Page 11 of 11 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 16th day of February, 2010.

CITADEL ADVISORS LLC			CITADEL HOLDINGS II LP
By:	Citadel Holdings II LP,		By:	Citadel Investment Group II, L.L.C.,
	its Managing Member			its General Partner
By:	Citadel Investment Group II, L.L.C.,		By:	/s/ John C. Nagel
	its General Partner			John C. Nagel, Authorized Signatory
By:	/s/ John C. Nagel
	John C. Nagel, Authorized Signatory
CITADEL DERIVATIVES TRADING LTD.			CITADEL EQUITY FUND LTD.
			By:	Citadel Advisors LLC,
By:	Citadel Advisors LLC,			its Investment Manager
	its Portfolio Manager
			By:	Citadel Holdings II LP,
By:	Citadel Holdings II LP,			its Managing Member
	its Managing Member
			By:	Citadel Investment Group II, L.L.C.,
By:	Citadel Investment Group II, L.L.C.,			its General Partner
	its General Partner
			By:	/s/ John C. Nagel
By:	/s/ John C. Nagel			John C. Nagel, Authorized Signatory
	John C. Nagel, Authorized Signatory
CITADEL INVESTMENT GROUP II, L.L.C.			KENNETH GRIFFIN
			By:	/s/ John C. Nagel
By:	/s/ John C. Nagel			John C. Nagel, attorney-in-fact*
	John C. Nagel, Authorized Signatory

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*    John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.

 

 

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