Athene Holding Ltd. — Director's Dealing 2017

Dec 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Athene Holding Ltd (ATH)
CIK: 0001527469
Period of Report: 2017-11-29

Reporting Person: Kvalheim Grant (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-29	Class A Common Shares	M	44000	$13.46	Acquired	1559401	Direct
2017-11-29	Class A Common Shares	F	11897	$49.78	Disposed	1547504	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-29	Class M-3 Common Shares	$13.46	M	44000	Disposed		Class A Common Shares (44000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares	37150	Indirect
Class A Common Shares	37150	Indirect
Class A Common Shares	37150	Indirect
Class A Common Shares	517194	Indirect

Footnotes

F1: 59,968 Class A common shares were transferred from Grant Kvalheim April 2014 GRAT to Grant Kvalheim, in his individual capacity, on April 28, 2017. Such transfer is an exempt change in form of beneficial ownership under Rule 16a-13.

F2: This reported transaction represents shares withheld to pay the conversion price in connection with the conversion of Class M-3 common shares. The price represents the closing market value of the Company's Class A common shares as of November 29, 2017.

F3: These Class M-3 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).

F4: These Class M-3 common shares vested on October 30, 2017. Once vested, the reporting person has 30 days during which he can elect to convert these Class M-3 common shares into Class A common shares. These Class M-3 common shares automatically convert into Class A common shares 30 days after vesting.