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: Belardi James Richard (Director, Chairman, CEO and CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Class A Common Shares	M	7364	—	Acquired	924360	Indirect
2017-01-03	Class A Common Shares	F	2955	$47.99	Disposed	921405	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-03	Restricted Stock Units	$	M	7364	Disposed		Class A Common Shares (7364)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class M-1 Common Shares	$10.00		Class A Common Shares (1994233)	1994233	Indirect
Class M-1 Common Shares	$10.00		Class A Common Shares (351922)	351922	Indirect
Class M-2 Common Shares	$10.78		Class A Common Shares (841011)	841011	Indirect
Class M-3 Common Shares	$13.46		Class A Common Shares (1000000)	1000000	Indirect
Employee Stock Option (right to buy)	$33.95	2026-06-06	Class A Common Shares (128645)	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. 15,487 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.

F7: 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.

F8: This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the settlement of vested of RSUs that settled in Class A common shares.