Athene Holding Ltd. — Director's Dealing 2017

Jan 5, 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: Puffer Manfred (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-03	Class A Common Shares	A	432	$0.001	Acquired	61070	Direct

Footnotes

F1: Manfred Puffer serves as a Senior Advisor to Apollo Global Management, LLC ("Apollo"). Certain of Apollo's affiliates manage investment funds (the "Apollo Funds") that hold Class B common shares, par value $0.001, of Athene Holding Ltd. (the "Issuer"), and may be deemed to beneficially own the common shares of the Issuer held by the Apollo Funds. This report does not include any securities of the Issuer held by any of the Apollo Funds or that may be deemed to be beneficially owned by any Apollo investment managers or investment advisers affiliated with the Apollo Funds, and Mr. Puffer disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Puffer is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2: This Form 4 is being filed to report a restricted share award of 432 Class A common shares in accordance with the quarterly awards of restricted shares made to the Reporting Person under the retention letter entered into between the Issuer and the Reporting Person. Of the Class A common shares reported as being owned directly by the Reporting Person, 23,923 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. 20,020 of such Class A common shares remain unvested as of the date of this report.