Edgar Filing: NOBLE DAVID J

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NOBLE DAVID J

2. Issuer Name and Ticker or Trading Symbol
AMERICAN EQUITY INVESTMENT LIFE HOLDING CO [AEL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Chairman

(Last)

(First)

(Middle)

6000 WESTOWN PARKWAY

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2011

(Street)

WEST DES MOINES, IA 50265

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/19/2011		J⁽¹⁾		31,800	A	$ 10.115	1,668,718	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Compensation Plan

⁽²⁾

12/19/2011

J⁽¹⁾

31,900

⁽³⁾

Common Stock

31,900

$ 10.115

66,461

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NOBLE DAVID J 6000 WESTOWN PARKWAY WEST DES MOINES, IA 50265	X		Executive Chairman

Signatures

Debra J. Richardson, by Power of Attorney		12/21/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	During 2009, the reporting person deferred certain amounts of compensation pursuant to a deferral election that was made under a nonqualified deferred compensation arrangement that was not compliant with Internal Revenue Code Section 409A. The amounts deferred were used to purchase shares of common stock in the Deferred Compensation Plan maintained by the issuer for the benefit of the reporting person. The nonqualified deferred compensation arrangement was eligible for voluntary correction under the terms of Internal Revenue Service Notice 2008-113. The voluntary correction provisions required the issuer to pay to the reporting person the amounts deferred that were not compliant with Section 409A and to adjust the reporting person's deferred compensation account fo the distribution.
(2)	Each share deemed to be held by the Deferred Compensation Plan represents the right to receive one share of AEL common stock or the cash value thereof.
(3)	Shares of AEL common stock deemed held by the Deferred Compensation Plan are payable in AEL common stock or cash following termination of the reporting person's employment with AEL. The reporting person may transfer the AEL stock deemed held in his Deferred Compensation Account into an alternative investment at any time.

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