SEC Form 4 · accession 0001127602-18-009443
Athene Holding Ltd. · ATH-PA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William J Wheeler
Officer — President
Period of report
Feb 27, 2018
Accepted (ET)
Mar 1, 2018 · 6:57 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 SharesF1 | Feb 27, 2018 | A | 23,414 | $0.001 | A | 392,561 | D |
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)F2 | $48.05 | Feb 27, 2018 | A | 39,767 | A | — | Feb 27, 2028 | Class A Common Shares | 39,767 | 39,767 | D |
| Restricted Stock UnitsF3 | — | Feb 27, 2018 | A | 7,805 | A | — | — | Class A Common Shares | 7,805 | 7,805 | D |
| Restricted Stock UnitsF4 | — | holding | — | — | — | — | — | Class A Common Shares | 3,682 | 3,682 | D |
| Restricted Stock UnitsF5 | — | holding | — | — | — | — | — | Class A Common Shares | 4,879 | 4,879 | D |
Explanation of responses
- F1This reported transaction represents an award of performance-based restricted shares issued at the maximum payout amount. The shares vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2018 to December 31, 2020 and are subject to forfeiture in the event that maximum performance levels are not achieved. 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 at the target level of performance as of the effective date of such termination of relationship.
- F2This option vests ratably on each of the first three anniversaries of the January 1, 2018 vesting start date.
- 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, 2018 vesting start date. Vested RSUs are settled in Class A common shares on a one-for-one basis. 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.
- F4Each 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, 2016 vesting start date. An additional 22,092 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. 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.
- F5Each 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 14,635 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. 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.
Remarks
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)