| 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 Advisors IX (EH), L.P. ("Advisors IX (EH)"); (iii) Apollo Advisors IX (EH-GP), LLC ("Advisors IX (EH-GP)"); (iv) Apollo Co-Investment Management, LLC ("Co-Invest Management"); (v) Apollo Management, L.P. ("Management LP"); (vi) Apollo Management GP, LLC ("Management GP"); (vii) Apollo Investment Fund IX, L.P. ("Investment Fund IX"); (viii) Apollo Advisors IX, L.P. ("Advisors IX"); (ix) Apollo Capital Management IX, LLC ("Capital Management"); (x) Apollo Management IX, L.P. ("Management IX"); (xi) AIF IX Management, LLC ("AIF IX Management"); (xii) Apollo Overseas Partners (Delaware 892) IX, L.P. ("Overseas Partners (Delaware 892)"); (xiii) Apollo Overseas Partners (Delaware) IX, L.P. ("Overseas Partners (Delaware)"); (xiv) Apollo Overseas Partners (Lux) IX, SCSp ("Overseas Partners (Lux)"); (xv) Apollo Overseas Partners (Lux) IX GP, S.a r.l. ("Overseas Partners (Lux) IX GP"); (xvi) Apollo Overseas Partners IX, L.P. ("Overseas Partners IX"); (xvii) Apollo Management Holdings, L.P. ("Management Holdings"); and (xviii) Apollo Management Holdings GP, LLC ("Management Holdings GP"). The foregoing are collectively referred to herein as the "Reporting Persons."
AP Highlands, Investment Fund IX, Overseas Partners (Delaware 892), Overseas Partners (Delaware), Overseas Partners (Lux), and Overseas Partners IX each hold securities of the Issuer.
Advisors IX (EH) serves as the general partner of AP Highlands. Advisors IX (EH-GP) serves as the general partner of Advisors IX (EH). 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.
Advisors IX serves as the general partner of Investment Fund IX, Overseas Partners (Delaware 892), Overseas Partners (Delaware), and Overseas Partners IX, and serves as the sole shareholder of Overseas Partners (Lux) IX GP. Capital Management serves as the general partner of Advisors IX. Management IX serves as the investment manager of Investment Fund IX. AIF IX Management serves as the general partner of Management IX. Overseas Partners (Lux) IX GP serves as the general partner of Overseas Partners (Lux).
Management Holdings serves as the sole member of AIF IX Management. 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), Advisors IX (EH-GP), Advisors IX, and Overseas Partners IX 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, Investment Fund IX, Capital Management, Management IX, AIF IX Management, Overseas Partners (Delaware 892), and Overseas Partners (Delaware) is 9 W. 57th Street, 41st Floor, New York, New York 10019. The principal office of Overseas Partners (Lux) and Overseas Partners (Lux) IX GP is c/o AMI (Luxembourg) S.a r.l., 2, Avenue Charles de Gaulle, Le Dome Building (3rd floor), Luxembourg L-1653, Luxembourg. |
| (c) | Citizenship:
AP Highlands, Advisors IX (EH), Advisors IX, and Overseas Partners IX are each a Cayman Islands exempted limited partnership. Advisors IX (EH-GP) is an exempted company incorporated in the Cayman Islands with limited liability. Co-Invest Management, Management GP, Management Holdings GP, Capital Management, and AIF IX Management are each a Delaware limited liability company. Management LP, Management Holdings, Investment Fund IX, Management IX, Overseas Partners (Delaware 892), and Overseas Partners (Delaware) are each a Delaware limited partnership. Overseas Partners (Lux) is a Luxembourg special limited partnership. Overseas Partners (Lux) IX GP is a Luxembourg private limited liability company. |
| (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
Advisors IX (EH) 28,610,563
Advisors IX (EH-GP) 28,610,563
Co-Invest Management 28,610,563
Management LP 28,610,563
Management GP 28,610,563
Overseas Partners (Delaware 892) 11,795,043
Overseas Partners (Delaware) 4,098,066
Overseas Partners (Lux) 2,943,970
Overseas Partners (Lux) IX GP 2,943,970
Overseas Partners IX 7,760,991
Investment Fund IX 20,209,587
Advisors IX 46,807,657
Capital Management 46,807,657
Management IX 46,807,657
AIF IX Management 46,807,657
Management Holdings 75,418,220
Management Holdings GP 75,418,220
Advisors IX (EH), Advisors IX (EH-GP), Co-Invest Management, Management LP, Management GP, Overseas Partners (Lux) IX GP, Advisors IX, Capital Management, Management IX, AIF IX Management, Management Holdings, 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%
Advisors IX (EH) 31.2%
Advisors IX (EH-GP) 31.2%
Co-Invest Management 31.2%
Management LP 31.2%
Management GP 31.2%
Overseas Partners (Delaware 892) 12.8%
Overseas Partners (Delaware) 4.5%
Overseas Partners (Lux) 3.2%
Overseas Partners (Lux) IX GP 3.2%
Overseas Partners IX 8.5%
Investment Fund IX 22.0%
Advisors IX 51.0%
Capital Management 51.0%
Management IX 51.0%
AIF IX Management 51.0%
Management Holdings 82.1%
Management Holdings GP 82.1%
The percentages are based on 91,838,366 shares of 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
Advisors IX (EH) 28,610,563
Advisors IX (EH-GP) 28,610,563
Co-Invest Management 28,610,563
Management LP 28,610,563
Management GP 28,610,563
Overseas Partners (Delaware 892) 11,795,043
Overseas Partners (Delaware) 4,098,066
Overseas Partners (Lux) 2,943,970
Overseas Partners (Lux) IX GP 2,943,970
Overseas Partners IX 7,760,991
Investment Fund IX 20,209,587
Advisors IX 46,807,657
Capital Management 46,807,657
Management IX 46,807,657
AIF IX Management 46,807,657
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
Advisors IX (EH) 28,610,563
Advisors IX (EH-GP) 28,610,563
Co-Invest Management 28,610,563
Management LP 28,610,563
Management GP 28,610,563
Overseas Partners (Delaware 892) 11,795,043
Overseas Partners (Delaware) 4,098,066
Overseas Partners (Lux) 2,943,970
Overseas Partners (Lux) IX GP 2,943,970
Overseas Partners IX 7,760,991
Investment Fund IX 20,209,587
Advisors IX 46,807,657
Capital Management 46,807,657
Management IX 46,807,657
AIF IX Management 46,807,657
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
|
Rule 13d-1(d)