Athene Holding Ltd. — Director's Dealing 2019

Apr 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Athene Holding Ltd (ATH)
CIK: 0001527469
Period of Report: 2019-04-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-03	Class A Common Shares	A	44181	$.001	Acquired	1085007	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-03	Employee Stock Option (Right to Buy)	$42.44	A	64433	Acquired	2029-04-03	Class A Common Shares (64433)	Indirect
2019-04-03	Restricted Stock Units	$	A	14727	Acquired		Class A Common Shares (14727)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares	1750	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Shares (8672)	8672	Indirect
Restricted Stock Units	$		Class A Common Shares (4066)	4066	Indirect

Footnotes

F1: This reported transaction represents an award of performance-based restricted shares issued at the maximum payout amount. The shares vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2019 to December 31, 2021 and are subject to forfeiture in the event that maximum performance levels are not achieved. In certain circumstances involving termination of the reporting person after a change in control of the Issuer, the award shall become immediately and fully vested at the target level of performance as of the effective date of such termination of relationship.

F2: This option vests ratably on each of the first three anniversaries of the January 1, 2019 vesting start date.

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, 2019 vesting start date. Vested RSUs are settled in Class A common shares on a one-for-one basis. In certain circumstances involving termination of the reporting person after a change in control of the Issuer, the award shall become immediately and fully vested as of the effective date of such termination of relationship.

F4: Each 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, 2018 vesting start date. Vested RSUs are settled in Class A common shares on a one-for-one basis. In certain circumstances involving termination of the reporting person after a change in control of the Issuer, the award shall become immediately and fully vested as of the effective date of such termination of relationship.

F5: Each 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, 2017 vesting start date. An additional 24,391 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis. In certain circumstances involving termination of the reporting person after a change in control of the Issuer, the award shall become immediately and fully vested as of the effective date of such termination of relationship.