SEC Form 4 · accession 0001127602-17-012852

Athene Holding Ltd. · ATH-PA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

James Richard Belardi

Officer — Chairman, CEO and CIO · Director

Period of report

Mar 21, 2017

Accepted (ET)

Mar 23, 2017 · 9:10 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001527469

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F1	$51.25	Mar 21, 2017	A	66,278	A	—	Mar 21, 2027	Class A Common Shares	66,278	66,278	D
Restricted Stock Units^F2	—	Mar 21, 2017	A	12,196	A	—	—	Class A Common Shares	12,196	12,196	D
Restricted Stock Units^F3	—	holding	—	—	—	—	—	Class A Common Shares	14,728	14,728	D

Explanation of responses

F1This option vests ratably on each of the first three anniversaries of the January 1, 2017 vesting start date.
F2Each 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, 2017 vesting start date. An additional 24,391 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.
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 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. Vested RSUs are settled in Class A common shares on a one-for-one basis.

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)