Athene Holding Ltd. — Director's Dealing 2017

Jan 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Athene Holding Ltd (ATH)
CIK: 0001527469
Period of Report: 2017-01-03

Reporting Person: Gillis Frank Lauren (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Class A Common Shares	M	1473	—	Acquired	283106	Direct
2017-01-03	Class A Common Shares	F	369	$47.99	Disposed	282737	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Restricted Stock Units	$	M	1473	Disposed		Class A Common Shares (1473)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class M-1 Common Shares	$10.00		Class A Common Shares (642735)	642735	Direct
Class M-1 Common Shares	$10.00		Class A Common Shares (400000)	400000	Indirect
Class M-4 Common Shares	$26.00		Class A Common Shares (10000)	10000	Direct
Class M-4 Prime Common Shares	$33.95		Class A Common Shares (200000)	200000	Direct
Employee Stock Option (right to buy)	$33.95	2026-06-06	Class A Common Shares (25729)	25729	Direct

Footnotes

F1: Of these Class A common shares, 8,044 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. 2,681 of such Class A common shares remain unvested as of the date of this report.

F2: These Class M-1, Class M-4 and Class M-4 Prime (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).

F3: These 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 until July 15, 2019, at which point these vested Class M-1 common shares automatically convert into Class A common shares.

F4: One half of these Class M-4 common shares vest ratably on each of the first five anniversaries of the April 4, 2014 vesting start date; the other half of these Class M-4 common shares vest based on the trading price of the Class A common shares achieving applicable performance hurdles on certain dates after the initial public offering of the Class A common shares ("IPO"). Once vested, these Class M-4 common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time. Any remaining unvested Class M-4 common shares expire 5.25 years after the IPO.

F5: One-third of these Class M-4 Prime common shares vest based on time, with such shares vesting ratably on each of the first five anniversaries of the May 15, 2016 vesting start date; one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $50 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $50 or more); and one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $70 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $70 or more). Once vested, these Class M-4 Prime common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time. Any remaining unvested Class M-4 Prime common shares expire May 15, 2026.

F6: 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 8,837 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.

F7: This option vests ratably on each of the first three anniversaries of the January 1, 2016 vesting start date.

F8: Anne Marie Heiser is trustee of the Gillis Family Trust u/a/d 12/30/14.

F9: This 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.

F10: This 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.