Athene Holding Ltd. — Director's Dealing 2021

Dec 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Athene Holding Ltd (ATH)
CIK: 0001527469
Period of Report: 2021-12-23

Reporting Person: Golden John Leonard (EVP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-23	Class A Common Shares	M	1768	—	Acquired	40947	Direct
2021-12-23	Class A Common Shares	M	1509	—	Acquired	42456	Direct
2021-12-23	Class A Common Shares	M	1787	—	Acquired	44243	Direct
2021-12-23	Class A Common Shares	F	2497	$78.71	Disposed	41746	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-23	Restricted Stock Units	$	M	1768	Disposed		Class A Common Shares (1768)	Direct
2021-12-23	Restricted Stock Units	$	M	1509	Disposed		Class A Common Shares (1509)	Direct
2021-12-23	Restricted Stock Units	$	M	1787	Disposed		Class A Common Shares (1787)	Direct

Footnotes

F1: Each RSU represents a contingent right to receive one Class A common share of the Issuer. The original grant of these RSUs was scheduled to vest in equal parts on each of the first three anniversaries of the January 1, 2019 vesting start date. The vesting of the 1,768 RSUs scheduled to vest on January 1, 2022 was accelerated and these RSUs settled on December 23, 2021. An additional 10,604 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2019 to December 31, 2021. 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.

F2: Each RSU represents a contingent right to receive one Class A common share of the Issuer. The original grant of these RSUs was scheduled to vest in equal parts on each of the first three anniversaries of the January 1, 2020 vesting start date. The vesting of the 1,509 RSUs scheduled to vest on January 1, 2022 was accelerated and these RSUs settled on December 23, 2021. An additional 9,053 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2020 to December 31, 2022. 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.

F3: Each RSU represents a contingent right to receive one Class A common share of the Issuer. The original grant of these RSUs was scheduled to vest in equal parts on each of the first three anniversaries of the January 1, 2021 vesting start date. The vesting of the 1,787 RSUs scheduled to vest on January 1, 2022 was accelerated and these RSUs settled on December 23, 2021. An additional 10,721 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2021 to December 31, 2023. 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: 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.

F5: 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.