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: Klein Martin P (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Class A Common Shares	M	1841	—	Acquired	66841	Direct
2017-01-03	Class A Common Shares	F	718	$47.99	Disposed	66123	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Restricted Stock Units	$	M	1841	Disposed		Class A Common Shares (1841)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class M-4 Prime Common Shares	$27.83		Class A Common Shares (254263)	254263	Direct
Employee Stock Option (right to buy)	$33.95	2026-06-06	Class A Common Shares (32162)	32162	Direct

Footnotes

F1: These Class M-4 Prime 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-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.

F2: Excludes 5,737 Class M-4 Prime common shares that vested based on time and were surrendered for tax purposes. One-third of the Class M-4 Prime common shares originally granted to Mr. Klein vest based on time, with such shares vesting ratably on each of the first five anniversaries of the November 15, 2015 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). Any remaining unvested Class M-4 Prime common shares expire November 9, 2025.

F3: 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 11,046 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.

F4: This option vests ratably on each of the first three anniversaries of the January 1, 2016 vesting start date.

F5: 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.

F6: 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.