SEC Form 4 · accession 0001127602-19-001381

Athene Holding Ltd. · ATH-PA

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

Reporting owner

Martin P Klein

Officer — Executive VP and CFO

Period of report

Jan 2, 2019

Accepted (ET)

Jan 4, 2019 · 5:11 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
Class A Common Shares^F4	Jan 2, 2019	M	1,841	—	A	85,542	D
Class A Common Shares^F4	Jan 2, 2019	M	1,626	—	A	87,168	D
Class A Common Shares^F4	Jan 2, 2019	M	1,734	—	A	88,902	D
Class A Common Shares^F5	Jan 2, 2019	F	2,069	$39.83	D	86,833	D

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,F1	—	Jan 2, 2019	M	1,841	D	—	—	Class A Common Shares	1,841	0	D
Restricted Stock Units^F4,F2	—	Jan 2, 2019	M	1,626	D	—	—	Class A Common Shares	1,626	1,627	D
Restricted Stock Units^F4,F3	—	Jan 2, 2019	M	1,734	D	—	—	Class A Common Shares	1,734	3,469	D

Explanation of responses

F1Each 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 11,046 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.
F2Each 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, 2017 vesting start date. An additional 9,757 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.
F3Each 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.
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.

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)