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

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   x None Entity Type
0000850918
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  GREAT WEST LIFECO INC
Jurisdiction of Incorporation/Organization
CANADA (FEDERAL LEVEL)
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o 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   2049461190  



1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   x None Entity Type
0001604550  
o Corporation
x Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  Great-West Lifeco U.S. Holdings, LP
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
  o Yet to Be Formed  
  o Within Last Five Years (Specify Year)  
  x Over Five Years Ago

2. Principal Place of Business and Contact Information
Name of Issuer  
Great-West Lifeco U.S. Holdings, LP  
Street Address 1 Street Address 2
ONE POST OFFICE SQUARE
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
BOSTON MASSACHUSETTS 02109 617-292-1000
 

3. Related Persons
Last Name First Name Middle Name
Mahon Paul A.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: x Executive Officer x Director o 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: x Executive Officer o Director o 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: x Executive Officer o Director o 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: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  President and Chief Operating Officer, Europe of Great-West Lifeco Inc.
 
Last Name First Name Middle Name
Kristjanson Stefan J.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: x Executive Officer o Director o 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 Noth
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: x Executive Officer o Director o 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: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Senior Vice-President and Chief Internal Auditor of Great-West Lifeco Inc.
Last Name First Name Middle Name
Speers Laurie A.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Vice-President and Corporate Secretary of Great-West Lifeco Inc.
 
Last Name First Name Middle Name
Orr R. Jeffrey
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Coutu Marcel R.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o 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: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Desmarais Paul
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
 
Last Name First Name Middle Name
Hosek Chaviva M.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Jackson J. David A.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Doer Gary A.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o 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
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: x Executive Officer o Director o 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 J.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Selitto Jerome J.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Singh James M.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Fuller David G.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
 
Last Name First Name Middle Name
Tretiak Gregory D.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Walsh Brian E.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o 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: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Executive Vice-President, 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: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Executive Vice-President, Chief Human Resources Officer of Great-West Lifeco Inc.
 
Last Name First Name Middle Name
Ryan T. Timothy
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Vanaselja Siim A.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Raymond Donald M.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o 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: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
 
Last Name First Name Middle Name
Petersmeyer Ross J.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Senior Vice-President, Regulatory Affairs of Great-West Lifeco Inc.
Last Name First Name Middle Name
Tomlin Dervla M.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Executive Vice-President and Chief Actuary of Great-West Lifeco Inc.
Last Name First Name Middle Name
Armstrong Phillip
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Executive Vice-President, Global Chief Information Officer of Great-West Lifeco Inc.
Last Name First Name Middle Name
Reynolds Robert L.
Street Address 1 Street Address 2
One Post Office Square
City State/Province/Country ZIP/Postal Code
Boston MASSACHUSETTS 02109
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  President of Great-West Lifeco U.S. Holdings, LLC, the General Partner of Great-West Lifeco U.S. Holding, LP
 
Last Name First Name Middle Name
Bolotin Andra S.
Street Address 1 Street Address 2
One Post Office Square
City State/Province/Country ZIP/Postal Code
Boston MASSACHUSETTS 02109
Relationship: x Executive Officer o Director o 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 A.
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
Last Name First Name Middle Name
Qureshi Rima
Street Address 1 Street Address 2
100 Osborne Street North
City State/Province/Country ZIP/Postal Code
Winnipeg MANITOBA, CANADA R3C 3A5
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Director of Great-West Lifeco Inc.
 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  x Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506(b)
o Rule 504 (b)(1)(ii) o Rule 506(c)
o Rule 504 (b)(1)(iii) o Securities Act Section 4(a)(5)
  o Investment Company Act Section 3(c)

7. Type of Filing
o New Notice Date of First Sale   2014-04-02 o First Sale Yet to Occur
x Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? x Yes o No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities o Option, Warrant or Other Right to Acquire Another Security
o Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security x 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? o Yes x No
 
Clarification of Response (if Necessary)  
   

11. Minimum Investment
Minimum investment accepted from any outside investor $   0   USD

12. Sales Compensation
Recipient Recipient CRD Number o None
   
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
   
Street Address 1 Street Address 2
   
City State/Province/Country ZIP/Postal Code
     
State(s) of Solicitation o All States
 
 



13. Offering and Sales Amounts
Total Offering Amount $       USD x Indefinite
Total Amount Sold $   87420556   USD  
Total Remaining to be Sold $       USD x Indefinite
 
Clarification of Response (if Necessary)
   


14. Investors
o 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: 25


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 $   0   USD o Estimate
Finders' Fees $   0   USD o 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.
  $   0   USD o Estimate
 
Clarification of Response (if Necessary)
  Gross proceeds of this offering will not 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.

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.
o I also am a duly authorized representative of the other 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/ Robert Siddall Robert Siddall Associate Secretary 2018-04-10
Great-West Lifeco U.S. Holdings, LP /s/ Stephen J. Tate Stephen J. Tate Vice President 2018-04-10

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