Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
Aspen Insurance Holdings Limited (Name of Issuer) |
Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) |
G05384501 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
Apollo Management Holdings GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,418,220.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
82.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
AP Highlands Co-Invest, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,610,563.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
31.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
Apollo Co-Investment Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,610,563.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
31.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
Apollo Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,610,563.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
31.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
Apollo Management GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,610,563.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
31.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
AP Highlands Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,807,657.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
51.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
AP Highlands Holdings (GP), LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,807,657.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
51.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 |
Names of Reporting Persons
AIF IX International Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,807,657.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
51.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
APH Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,807,657.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
51.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
Apollo Principal Holdings A, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,807,657.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
51.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
Apollo Principal Holdings A GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,807,657.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
51.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
Apollo Advisors IX (EH), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,418,220.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
82.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
Apollo Advisors IX (EH-GP), LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,418,220.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
82.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | G05384501 |
| 1 | Names of Reporting Persons
Apollo Management Holdings, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,418,220.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
82.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Aspen Insurance Holdings Limited | |
| (b) | Address of issuer's principal executive offices:
141 Front Street Hamilton , D0, HM 19 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by (i) AP Highlands Co-Invest, L.P. ("AP Highlands"); (ii) Apollo Co-Investment Management, LLC ("Co-Invest Management"); (iii) Apollo Management, L.P. ("Management LP"); (iv) Apollo Management GP, LLC ("Management GP"); (v) AP Highlands Holdings, L.P. ("AP Highlands LP"); (vi) AP Highlands Holdings (GP), LLC ("AP Highlands (GP)"); (vii) AIF IX International Holdings, L.P. ("AIF IX International"); (viii) APH Holdings, L.P. ("APH Holdings"); (ix) Apollo Principal Holdings A, L.P. ("Principal Holdings A LP"); (x) Apollo Principal Holdings A GP, Ltd. ("Principal Holdings A GP"); (xi) Apollo Advisors IX (EH), L.P. ("Advisors IX EH"); (xii) Apollo Advisors IX (EH-GP), LLC ("Advisors IX (EH-GP)"); (xiii) Apollo Management Holdings, L.P. ("Management Holdings"); and (xiv) Apollo Management Holdings GP, LLC ("Management Holdings GP"). The foregoing are collectively referred to herein as the "Reporting Persons." AP Highlands and AP Highlands LP each hold securities of the Issuer. Advisors IX (EH) serves as the general partner of AP Highlands and AIF IX International. Advisors IX (EH-GP) serves as the general partner of Advisors IX (EH). APH Holdings serves as the managing member of Advisors IX (EH-GP). Principal Holdings A LP serves as the limited partner of APH Holdings. Principal Holdings A GP is the general partner of Principal Holdings A LP. Co-Invest Management serves as the investment manager of AP Highlands. Management LP is the sole member of Co-Invest Management. Management GP serves as the general partner of Management LP. AIF IX International serves as the managing member of AP Highlands (GP). AP Highlands (GP) serves as the general partner of AP Highlands LP. Management Holdings serves as the limited partner of Management LP. Management Holdings GP serves as the general partner of Management Holdings. | |
| (b) | Address or principal business office or, if none, residence:
The principal office of each of AP Highlands, Advisors IX (EH), AP Highlands LP, AP Highlands (GP), AIF IX International, Advisors IX (EH-GP), APH Holdings and Principal Holdings A GP is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands. The principal office of each of Co-Invest Management, Management LP, Management GP, Management Holdings, Management Holdings GP and Principal Holdings A LP is 9 W. 57th Street, 41st Floor, New York, New York 10019. | |
| (c) | Citizenship:
AP Highlands, Advisors IX (EH), AP Highlands LP, AIF IX International and APH Holdings are each a Cayman Islands exempted limited partnership. AP Highlands (GP) and Advisors IX (EH-GP) are each an exempted company incorporated in the Cayman Islands with limited liability. Principal Holdings A GP is a Cayman Islands exempted general partnership. Co-Invest Management, Management GP and Management Holdings GP are each a Delaware limited liability company. Management LP, Management Holdings and Principal Holdings A LP are each a Delaware limited partnership. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.001 per share | |
| (e) | CUSIP No.:
G05384501 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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) | 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) | 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) | 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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
AP Highlands 28,610,563 Co-Invest Management 28,610,563 Management LP 28,610,563 Management GP 28,610,563 AP Highlands LP 46,807,657 AP Highlands (GP) 46,807,657 AIF IX International 46,807,657 APH Holdings 46,807,657 Principal Holdings A LP 46,807,657 Principal Holdings A GP 46,807,657 Advisors IX (EH) 75,418,220 Advisors IX (EH-GP) 75,418,220 Management Holdings 75,418,220 Management Holdings GP 75,418,220 AP Highlands and AP Highlands LP each disclaim beneficial ownership of all shares of Ordinary Shares included in this report other than the shares of Ordinary Shares held of record by such Reporting Person, 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. Each other Reporting Person, and Messrs. Scott Kleinman, James Zelter and Marc Rowan, the managers, as well as executive officers, of Principal Holdings A GP and Management Holdings GP, each disclaim beneficial ownership of all shares of Ordinary Shares 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. | |
| (b) | Percent of class:
AP Highlands 31.2% Co-Invest Management 31.2% Management LP 31.2% Management GP 31.2% AP Highlands LP 51.0% AP Highlands (GP) 51.0% AIF IX International 51.0% APH Holdings 51.0% Principal Holdings A LP 51.0% Principal Holdings A GP 51.0% Advisors IX (EH) 82.1% Advisors IX (EH-GP) 82.1% Management Holdings 82.1% Management Holdings GP 82.1% The percentages are based on 91,838,366 shares of Class A Ordinary Shares outstanding as of June 30, 2025, as disclosed in the Issuer's Form 6-K filed on August 13, 2025. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 for all Reporting Persons | ||
| (ii) Shared power to vote or to direct the vote:
AP Highlands 28,610,563 Co-Invest Management 28,610,563 Management LP 28,610,563 Management GP 28,610,563 AP Highlands LP 46,807,657 AP Highlands (GP) 46,807,657 AIF IX International 46,807,657 APH Holdings 46,807,657 Principal Holdings A LP 46,807,657 Principal Holdings A GP 46,807,657 Advisors IX (EH) 75,418,220 Advisors IX (EH-GP) 75,418,220 Management Holdings 75,418,220 Management Holdings GP 75,418,220 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons | ||
| (iv) Shared power to dispose or to direct the disposition of:
AP Highlands 28,610,563 Co-Invest Management 28,610,563 Management LP 28,610,563 Management GP 28,610,563 AP Highlands LP 46,807,657 AP Highlands (GP) 46,807,657 AIF IX International 46,807,657 APH Holdings 46,807,657 Principal Holdings A LP 46,807,657 Principal Holdings A GP 46,807,657 Advisors IX (EH) 75,418,220 Advisors IX (EH-GP) 75,418,220 Management Holdings 75,418,220 Management Holdings GP 75,418,220 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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.
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Exhibit Information
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Joint Filing Agreement |