SEC Form 4 · accession 0000899243-17-000522
Athene Holding Ltd. · ATH-PA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin P Klein
Officer — Executive VP and CFO
Period of report
Jan 3, 2017
Accepted (ET)
Jan 5, 2017 · 8:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001527469
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common SharesF5 | Jan 3, 2017 | M | 1,841 | — | A | 66,841 | D | |
| Class A Common SharesF6 | Jan 3, 2017 | F | 718 | $47.99 | D | 66,123 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F3 | — | Jan 3, 2017 | M | 1,841 | D | — | — | Class A Common Shares | 1,841 | 3,682 | D |
| Class M-4 Prime Common SharesF2,F1 | $27.83 | holding | — | — | — | — | — | Class A Common Shares | 254,263 | 254,263 | D |
| Employee Stock Option (right to buy)F4 | $33.95 | holding | — | — | — | — | Jun 6, 2026 | Class A Common Shares | 32,162 | 32,162 | D |
Explanation of responses
- F1These Class M-4 Prime 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-4 Prime common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time.
- F2Excludes 5,737 Class M-4 Prime common shares that vested based on time and were surrendered for tax purposes. One-third of the Class M-4 Prime common shares originally granted to Mr. Klein vest based on time, with such shares vesting ratably on each of the first five anniversaries of the November 15, 2015 vesting start date; one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $50 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $50 or more); and one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $70 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $70 or more). Any remaining unvested Class M-4 Prime common shares expire November 9, 2025.
- F3Each 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 11,046 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.
- F4This option vests ratably on each of the first three anniversaries of the January 1, 2016 vesting start date.
- F5This 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.
- F6This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the settlement of vested RSUs that settled in Class A common shares.
Remarks
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)