Athene Holding Ltd. — Director's Dealing 2021

Jan 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Athene Holding Ltd (ATH)
CIK: 0001527469
Period of Report: 2021-01-04

Reporting Person: Sondej John Andrew (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-04	Class A Common Shares	M	341	—	Acquired	1116	Direct
2021-01-04	Class A Common Shares	M	540	—	Acquired	1656	Direct
2021-01-04	Class A Common Shares	M	587	—	Acquired	2243	Direct
2021-01-04	Class A Common Shares	F	546	$43.14	Disposed	1697	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-04	Restricted Stock Units	$	M	341	Disposed		Class A Common Shares (341)	Direct
2021-01-04	Restricted Stock Units	$	M	540	Disposed		Class A Common Shares (540)	Direct
2021-01-04	Restricted Stock Units	$	M	587	Disposed		Class A Common Shares (587)	Direct

Footnotes

F1: 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. An additional 2,046 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2018 to December 31, 2020. 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 RSUs reported herein vest on each of the first three anniversaries of the January 1, 2019 vesting start date. An additional 3,240 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.

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, 2020 vesting start date. An additional 3,521 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.

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.