Athene Holding Ltd. — Director's Dealing 2019

Mar 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Athene Holding Ltd (ATH)
CIK: 0001527469
Period of Report: 2019-03-01

Reporting Person: WHEELER WILLIAM J (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-01	Class A Common Shares	M	18765	—	Acquired	417000	Direct
2019-03-01	Class A Common Shares	F	6823	$44.55	Disposed	410177	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-01	Restricted Stock Units	$	M	18765	Disposed		Class A Common Shares (18765)	Direct

Footnotes

F1: These performance-based restricted stock units ("PRSUs") were granted on June 6, 2016, but were conditional upon the Issuer satisfying certain performance criteria over the three fiscal year period from January 1, 2016 to December 31, 2018 (the "Performance Period"). On February 22, 2019, the Compensation Committee of the Issuer's Board of Directors determined the extent to which the Issuer met the performance goals for the Performance Period and the number of PRSUs that vested for the Reporting Person. Each PRSU represents a contingent right to receive one Class A common share of the Issuer. The PRSUs vested on January 15, 2019.

F2: This reported transaction represents vested PRSUs that have been settled in Class A common shares. Vested PRSUs are settled in Class A common shares on a one-for-one basis.

F3: This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the settlement of vested PRSUs that settled in Class A common shares.