SEC Form 4 · accession 0001127602-18-001162

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

Jan 2, 2018

Accepted (ET)

Jan 4, 2018 · 5:21 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^F4	Jan 2, 2018	M	2,087	—	A	1,549,591	D
Class A Common Shares^F4,F1	Jan 2, 2018	M	1,382	—	A	1,550,973	D
Class A Common Shares^F5	Jan 2, 2018	F	1,664	$51.71	D	1,547,927	D
Class A Common Shares^F6	Jan 2, 2018	F	8,564	$51.71	D	1,539,363	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	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
Restricted Stock Units^F4,F2	—	Jan 2, 2018	M	2,087	D	—	—	Class A Common Shares	2,087	2,087	D
Restricted Stock Units^F4,F3	—	Jan 2, 2018	M	1,382	D	—	—	Class A Common Shares	1,382	2,765	D

Explanation of responses

F1Of these Class A common shares, 70,498 were originally issued pursuant to restricted share awards which vest one third on each of the first three anniversaries of the vesting start date and immediately upon a sale or change in control of the Issuer. All such Class A common shares are vested 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 12,519 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 8,293 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.

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)