SEC Form 4 · accession 0001127602-19-001390
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, 2019 | M | 7,364 | — | A | 1,005,829 | I | By James And Leslie Belardi Family Trust |
| Class A Common SharesF4 | Jan 2, 2019 | M | 4,065 | — | A | 1,009,894 | I | By James And Leslie Belardi Family Trust |
| Class A Common SharesF4 | Jan 2, 2019 | M | 4,336 | — | A | 1,014,230 | I | By James And Leslie Belardi Family Trust |
| Class A Common SharesF5 | Jan 2, 2019 | F | 6,823 | $39.83 | D | 1,007,407 | I | By James And Leslie Belardi Family Trust |
| Class A Common SharesF6 | Jan 2, 2019 | F | 6,581 | $39.83 | D | 1,000,826 | 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,F1 | — | Jan 2, 2019 | M | 7,364 | D | — | — | Class A Common Shares | 7,364 | 0 | I |
| Restricted Stock UnitsF4,F2 | — | Jan 2, 2019 | M | 4,065 | D | — | — | Class A Common Shares | 4,065 | 4,066 | I |
| Restricted Stock UnitsF4,F3 | — | Jan 2, 2019 | M | 4,336 | D | — | — | Class A Common Shares | 4,336 | 8,672 | I |
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 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.
- 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 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.
- 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.
- F6This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted share awards.
Remarks
Mr. Belardi also serves as Chief Executive Officer of Athene Asset Management LLC ("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)