Athene Holding Ltd. — Director's Dealing 2016

Dec 9, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Athene Holding Ltd (ATH)
CIK: 0001527469
Period of Report: 2016-12-09

Reporting Person: Berlardi James Richard (Director, Chairman, CEO and CIO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares	916996	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class M-1 Common Shares	$10.00		Class A Common Shares (1994233)		Indirect
Class M-1 Common Shares	$10.00		Class A Common Shares (351922)		Indirect
Class M-2 Common Shares	$10.78		Class A Common Shares (841011)		Indirect
Class M-3 Common Shares	$13.46		Class A Common Shares (1000000)		Indirect
Restricted Stock Units	$		Class A Common Shares (22092)		Direct
Employee Stock Option (right to buy)	$33.95	2026-06-06	Class A Common Shares (128645)		Direct

Footnotes

F1: Of these Class A common shares, 117,221 were originally issued pursuant to restricted share awards which vest one third on each of the first three anniversaries of the vesting start date and immediately upon a sale or change in control of the Issuer. 30,972 of such Class A common shares remain unvested as of the date of this report.

F2: These Class M-1, Class M-2 and Class M-3 (collectively, "Class M") 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). Once vested, these Class M common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time.

F3: These Class M-1 and Class M-2 common shares are fully vested.

F4: All except for 100,000 of these Class M-3 common shares are fully vested; the unvested 100,000 Class M-3 common shares vest on October 30, 2017.

F5: Each 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.

F6: This option vests ratably on each of the first three anniversaries of the January 1, 2016 vesting start date.