SEC Form 4 · accession 0001127602-18-001137
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 SharesF4 | Jan 2, 2018 | M | 7,364 | — | A | 940,990 | I | By James And Leslie Belardi Family Trust |
| Class A Common SharesF4,F1 | Jan 2, 2018 | M | 4,065 | — | A | 945,055 | I | By James And Leslie Belardi Family Trust |
| Class A Common SharesF5 | Jan 2, 2018 | F | 5,965 | $51.71 | D | 939,090 | I | By James And Leslie Belardi Family Trust |
| Class A Common SharesF6 | Jan 2, 2018 | F | 2,625 | $51.71 | D | 936,465 | I | By James And Leslie Belardi Family Trust |
| Class A Common Shares | holding | — | — | — | 1,750 | I | By Belardi Family Irrevocable 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 UnitsF4,F7,F2 | — | Jan 2, 2018 | M | 7,364 | D | — | — | Class A Common Shares | 7,364 | 7,364 | I |
| Restricted Stock UnitsF4,F7,F3 | — | Jan 2, 2018 | M | 4,065 | D | — | — | Class A Common Shares | 4,065 | 8,131 | I |
Explanation of responses
- F1Of these Class A common shares, 13,971 were originally issued pursuant to a restricted share award which vests ratably on the first and second anniversaries of the vesting start date; provided, however, in the event of death or disability, the award shall become immediately and fully vested; and provided, further, that in the event of a termination of relationship due to (i) an involuntary termination by the Issuer without cause or (ii) resignation by the reporting person for good reason and, in each case, such termination of relationship occurs within eighteen (18) months following a change in control, the award shall become immediately and fully vested as of the effective date of such termination of relationship. These 13,971 shares were transferred by the reporting person to the James and Leslie Belardi Family Trust on June 30, 2017 in a transaction exempt from Section 16 by Rule 16a-13. Of these 13,971 shares, 6,986 remain unvested as of the date of this report.
- 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, 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. In certain circumstances involving termination of the reporting person after a change in control of the Issuer, the award shall become immediately and fully vested as of the effective date of such termination of relationship.
- F3Each restricted stock unit 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. In certain circumstances involving termination of the reporting person after a change in control of the Issuer, the award shall become immediately and fully vested as of the effective date of such termination of relationship.
- F4This 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.
- F5This 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.
- F6This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted share awards.
- F7These RSUs were previously owned directly by the reporting person and were transferred to the James and Leslie Belardi Family Trust on June 30, 2017 in a transaction exempt from Section 16 by Rule 16a-13.
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)