SEC Form 4 · accession 0000899243-17-000520
Athene Holding Ltd. · ATH-PA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common SharesF7,F1 | Jan 3, 2017 | M | 7,364 | — | A | 924,360 | I | By James and Leslie Belardi Family Trust |
| Class A Common SharesF8 | Jan 3, 2017 | F | 2,955 | $47.99 | D | 921,405 | I | By James and Leslie Belardi Family Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F5 | — | Jan 3, 2017 | M | 7,364 | D | — | — | Class A Common Shares | 7,364 | 14,728 | D |
| Class M-1 Common SharesF2,F3 | $10.00 | holding | — | — | — | — | — | Class A Common Shares | 1,994,233 | 1,994,233 | I |
| Class M-1 Common SharesF2,F3 | $10.00 | holding | — | — | — | — | — | Class A Common Shares | 351,922 | 351,922 | I |
| Class M-2 Common SharesF2,F3 | $10.78 | holding | — | — | — | — | — | Class A Common Shares | 841,011 | 841,011 | I |
| Class M-3 Common SharesF2,F4 | $13.46 | holding | — | — | — | — | — | Class A Common Shares | 1,000,000 | 1,000,000 | I |
| Employee Stock Option (right to buy)F6 | $33.95 | holding | — | — | — | — | Jun 6, 2026 | Class A Common Shares | 128,645 | 128,645 | D |
Explanation of responses
- F1Of these Class A common shares, 117,221 were originally issued pursuant to restricted share awards which vest one third on each of the first three anniversaries of the vesting start date and immediately upon a sale or change in control of the Issuer. 15,487 of such Class A common shares remain unvested as of the date of this report.
- F2These Class M-1, Class M-2 and Class M-3 (collectively, "Class M") common shares are exchangeable into Class A common shares, on a one-to-one basis, once vested and upon payment of the conversion price (which can be paid in cash or shares). Once vested, these Class M common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time.
- F3These Class M-1 and Class M-2 common shares are fully vested.
- F4All except for 100,000 of these Class M-3 common shares are fully vested; the unvested 100,000 Class M-3 common shares vest on October 30, 2017.
- F5Each restricted stock unit ("RSU") represents a contingent right to receive one Class A common share of the Issuer. The RSUs reported herein vest on each of the first three anniversaries of the January 1, 2016 vesting start date. An additional 44,183 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2016 to December 31, 2018.
- F6This option vests ratably on each of the first three anniversaries of the January 1, 2016 vesting start date.
- F7This reported transaction represents vested RSUs that have been settled in Class A common shares. Vested RSUs are settled in Class A common shares on a one-for-one basis.
- F8This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the settlement of vested of RSUs that settled in Class A common shares.
Remarks
Mr. Belardi also serves as Chief Executive Officer of Athene Asset Management, L.P. ("AAM"), a subsidiary of Apollo Global Management, LLC ("Apollo"). Certain of Apollo's affiliates manage investment funds (the "Apollo Funds") that hold Class B common shares of the Issuer and may be deemed to beneficially own the common shares of the Issuer held by the Apollo Funds. This report does not include any securities of the Issuer held by AAM or any of the Apollo Funds or that may be deemed to be beneficially owned by AAM or any Apollo investment managers or investment advisors affiliated with the Apollo Funds, and Mr. Belardi disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Belardi is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Exhibit 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the Reporting Person on December 9, 2016)