SEC Form 4 · accession 0001127602-17-033703

Athene Holding Ltd. · ATH-PA

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

Reporting owner

Grant Kvalheim

Officer — See Remarks

Period of report

Nov 29, 2017

Accepted (ET)

Dec 1, 2017 · 5:27 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 Shares^F1	Nov 29, 2017	M	44,000	$13.46	A	1,559,401	D
Class A Common Shares^F2	Nov 29, 2017	F	11,897	$49.78	D	1,547,504	D
Class A Common Shares	holding	—	—		—	37,150	I	By Grant Kvalheim 2009 Children's Gst Exempt Trust - Dk
Class A Common Shares	holding	—	—		—	37,150	I	By Grant Kvalheim 2009 Children's Gst Exempt Trust - Lk
Class A Common Shares	holding	—	—		—	37,150	I	By Grant Kvalheim 2009 Children's Gst Exempt Trust - Mk
Class A Common Shares^F1	holding	—	—		—	517,194	I	By Grant Kvalheim April 2014 Grat

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class M-3 Common Shares^F3,F4	$13.46	Nov 29, 2017	M	44,000	D	—	—	Class A Common Shares	44,000	0	D

Explanation of responses

F159,968 Class A common shares were transferred from Grant Kvalheim April 2014 GRAT to Grant Kvalheim, in his individual capacity, on April 28, 2017. Such transfer is an exempt change in form of beneficial ownership under Rule 16a-13.
F2This reported transaction represents shares withheld to pay the conversion price in connection with the conversion of Class M-3 common shares. The price represents the closing market value of the Company's Class A common shares as of November 29, 2017.
F3These Class M-3 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).
F4These Class M-3 common shares vested on October 30, 2017. Once vested, the reporting person has 30 days during which he can elect to convert these Class M-3 common shares into Class A common shares. These Class M-3 common shares automatically convert into Class A common shares 30 days after vesting.

Remarks

Chief Executive Officer - Athene USA Corporation 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)