SEC Form 4 · accession 0001127602-18-028455

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

Mar 14, 2018

Accepted (ET)

Sep 27, 2018 · 4:22 pm EDT

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	Aug 8, 2018	G	4,300	$0.00	D	289,638	D
Class A Common Shares^F1	Sep 25, 2018	M	23,636	$10.00	A	23,636	I	by Gillis Family Trust U/a/d 12/30/14
Class A Common Shares^F2	Sep 25, 2018	M	5,909	$10.00	A	5,909	I	by The Anne E Fowler Foundation, Inc.
Class A Common Shares^F4	Sep 25, 2018	S	70,455	$51.7077	D	219,183	D
Class A Common Shares^F5	Sep 25, 2018	S	23,636	$51.7029	D	0	I	by Gillis Family Trust U/a/d 12/30/14
Class A Common Shares^F4,F2	Sep 25, 2018	S	5,909	$51.7077	D	0	I	by The Anne E Fowler Foundation, Inc.
Class A Common Shares	holding	—	—		—	20,000	I	By Ira

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class M-1 Common Shares^F7,F6,F8	$10.00	Mar 14, 2018	G	25,000	D	—	—	Class A Common Shares	25,000	617,735	D
Class M-1 Common Shares^F7,F2,F6,F8	$10.00	Mar 14, 2018	G	25,000	A	—	—	Class A Common Shares	25,000	25,000	I
Class M-1 Common Shares^F6,F8	$10.00	Sep 25, 2018	M	23,636	D	—	—	Class A Common Shares	23,636	376,364	I
Class M-1 Common Shares^F2,F6,F8	$10.00	Sep 25, 2018	M	5,909	D	—	—	Class A Common Shares	5,909	19,091	I

Explanation of responses

F1Anne Marie Heiser is trustee of the Gillis Family Trust u/a/d 12/30/14.
F2The Reporting Person disclaims beneficial ownership of the shares held by The Anne E. Fowler Foundation, Inc., and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
F3The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person, the Gillis Family Trust and The Anne E. Fowler Foundation, Inc. on March 15, 2018.
F4The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.34 to $52.29, inclusive. The Reporting Person undertakes to provide to Athene Holding Ltd., any security holder of Athene Holding Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (4) to this Form 4.
F5The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.34 to $52.16, inclusive. The Reporting Person undertakes to provide to Athene Holding Ltd., any security holder of Athene Holding Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (5) to this Form 4.
F6These Class M-1 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).
F7On March 14, 2018, the Reporting Person gifted 25,000 Class M-1 common shares to The Anne E. Fowler Foundation, Inc. The Anne E. Fowler Foundation, Inc. is controlled by the Reporting Person's spouse. The reported transaction was a gift for which no payment or consideration was received by the Reporting Person.
F8These Class M-1 common shares are fully vested. These vested Class M-1 common shares can be converted at the holder's election into Class A common shares at any time.

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)