UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 7, 2017
AMERIPRISE FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-32525 |
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13-3180631 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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55 Ameriprise Financial Center Minneapolis, Minnesota |
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55474 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (612) 671-3131
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
Ameriprise Financial, Inc. (the “Company”) is changing the recordkeeper for the Ameriprise Financial 401(k) Plan (the “Plan”), effective October 4, 2017. As a result of the change, there will be a blackout period beginning September 27, 2017 and expected to end on October 10, 2017 (the “Blackout Period”), during which participants in the Plan will be temporarily unable to make changes to their individual accounts, direct or diversify investments in their individual accounts, including accounts holding common stock of the Company, or obtain a loan or distribution from the Plan. The Company was notified of the Blackout Period on August 7, 2017 and participants were also notified on or about this date.
A participant in the Plan, a security holder, or other interested person may obtain, without charge, information regarding the Blackout Period, including confirmation of the dates of the Blackout Period, by contacting Thomas R. Moore, Vice President, Corporate Secretary and Chief Governance Officer, at 1098 Ameriprise Financial Center, Minneapolis, MN 55474 or 612-678-0106.
In connection with the foregoing, the Company sent a blackout trading restriction notice by e-mail (the “BTR Notice”) to its executive officers and directors on August 8, 2017 informing them of the trading restrictions that apply to them during the Blackout Period. A copy of the BTR Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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Exhibit 99.1 |
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BTR Notice provided to executive officers and directors of Ameriprise Financial, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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AMERIPRISE FINANCIAL, INC. |
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(Registrant) |
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Date: August 8, 2017 |
By |
/s Thomas R. Moore | |
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Thomas R. Moore | |
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Vice President, Corporate Secretary and | |
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Chief Governance Officer | |
Exhibit 99.1
DATE: August 8, 2017
TO: Directors and Executive Officers of Ameriprise Financial, Inc.
RE: Important Notice of Special Blackout Period and Regulation BTR Trading Restrictions
This notice is to inform you of restrictions on your ability to trade debt or equity securities of Ameriprise Financial, Inc. (the “Company”) during a special blackout period that will begin on September 27, 2017. This special blackout period is imposed on executive officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction) and is in addition to the Company’s regular earnings-related blackout periods.
The special blackout period is being imposed because of the planned change in the Company’s recordkeeper for the Ameriprise Financial 401(k) Plan (the “Plan”). In early October 2017, Alight Solutions (formerly part of Aon Hewitt) will become the new recordkeeper of the Plan.
During the transition to the new Plan recordkeeper, participants in the Plan will not be able to access their accounts to direct or diversify their investments or request a distribution. In addition, in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 101 of Securities and Exchange Commission Regulation BTR, the Company’s directors and executive officers (whether or not they are Plan participants) are prohibited during the special blackout period from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with their employment as an executive officer or service as a director.
The special blackout period will begin on Wednesday, September 27. This special blackout period precedes our regularly scheduled blackout period that will begin on October 1. In other words, you cannot execute a trade in Company securities or exercise employee stock options on or after Sept. 27 and until the regular blackout period ends and preclearance will not be granted during that period. The regular quarterly blackout period is expected to last until the first business day after the public release of the Company’s third quarter earnings results in late October 2017. You will receive an email notifying you of the date on which you may resume trading in our securities, subject to the standard preclearance requirement.
Please note that “equity securities” is defined broadly to include the Company’s common stock, stock options, and other derivative securities. Also, prohibited transactions are not limited to those involving your direct ownership, but include any transaction in equity securities in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).
The special blackout period applies in addition to the trading restrictions under the Company’s Director and Executive Officer AMP Securities Trading Policy.
If you have any questions about this special blackout period, please call me at any time.
Thomas R. Moore
Vice President, Corporate Secretary and Chief Governance Officer | Corporate Secretary’s Office
Ameriprise Financial
Ameriprise Financial Center
707 Second Avenue South
Minneapolis, Minnesota 55474
612-678-0106