Athene Holding Ltd. — Director's Dealing 2021

Feb 25, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Athene Holding Ltd (ATH)
CIK: 0001527469
Period of Report: 2021-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-22	Class A Common Shares	A	53604	$.001	Acquired	948819	Indirect
2021-02-22	Class A Common Shares	A	21064	$.001	Acquired	969883	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Restricted Stock Units	$	A	13401	Acquired		Class A Common Shares (13401)	Indirect
2021-02-22	Employee Stock Option (Right to Buy)	$46.64	A	58686	Acquired	2031-02-22	Class A Common Shares (58686)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Shares	200000	Indirect
Class A Common Shares	16657	Indirect
Class A Common Shares	159696	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Class A Common Shares (8382)	8382	Indirect
Restricted Stock Units	$		Class A Common Shares (4909)	4909	Indirect

Footnotes

F1: This reported transaction represents an award of performance-based restricted shares issued at the maximum possible payout amount. The shares vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2021 to December 31, 2023 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 reported transaction represents an award of restricted shares which vest ratably on the first and second anniversaries of the vesting start date provided, however, in the event of death or disability, the award shall become immediately and fully vested; and provided, further, that in the event of a termination of relationship due to (i) an involuntary termination by the Issuer without cause or (ii) resignation by the reporting person for good reason and, in each case, such termination of relationship occurs within eighteen (18) months following a change in control, 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 RSUs reported herein vest on each of the first three anniversaries of the January 1, 2021 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: This option vests ratably on each of the first three anniversaries of the January 1, 2021 vesting start date.

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, 2020 vesting start date. An additional 25,146 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.

F6: 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, 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.