SEC Form 4 · accession 0001127602-17-014976
Athene Holding Ltd. · ATH-PA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Frank Lauren Gillis
Officer — See Remarks
Period of report
Apr 17, 2017
Accepted (ET)
Apr 18, 2017 · 7:35 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class M-4 Prime Common SharesF2,F1,F3 | $33.95 | Apr 17, 2017 | F | 24,918 | D | — | — | Class A Common Shares | 24,918 | 175,082 | 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).
- F2This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of Class M-4 Prime common shares. The price of derivative security represents the per share value of the Class M-4 Prime common shares used to calculate the number of shares withheld.
- F3One-third of these Class M-4 Prime common shares vest based on time, with such shares vesting ratably on each of the first five anniversaries of the May 15, 2016 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). 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. Any remaining unvested Class M-4 Prime common shares expire May 15, 2026.
Remarks
EVP - ATH and Chief Executive Officer - ALRe; 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)