SEC Form 4 · accession 0001127602-19-011241

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 12, 2019

Accepted (ET)

Mar 13, 2019 · 4:30 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^F1	Mar 12, 2019	M	7,600	$0.00	A	7,600	I	by Gillis Family Trust U/a/d 12/30/14
Class A Common Shares^F2	Mar 12, 2019	M	1,900	$0.00	A	1,900	I	by The Anne E Fowler Foundation, Inc.
Class A Common Shares^F4	Mar 12, 2019	S	10,000	$41.88	D	207,213	D
Class A Common Shares^F4	Mar 12, 2019	S	7,600	$41.88	D	0	I	by Gillis Family Trust U/a/d 12/30/14
Class A Common Shares^F4,F2	Mar 12, 2019	S	1,900	$41.88	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^F5,F6	$10.00	Mar 12, 2019	M	7,600	D	—	—	Class A Common Shares	7,600	360,800	I
Class M-1 Common Shares^F2,F5,F6	$10.00	Mar 12, 2019	M	1,900	D	—	—	Class A Common Shares	1,900	15,200	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 December 13, 2018.
F4The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.70 to 42.18 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 this footnote.
F5These 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).
F6These 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)