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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-04	Class A Common Shares	M	4336	—	Acquired	921679	Indirect
2021-01-04	Class A Common Shares	M	4909	—	Acquired	926588	Indirect
2021-01-04	Class A Common Shares	M	4191	—	Acquired	930779	Indirect
2021-01-04	Class A Common Shares	F	6207	$43.14	Disposed	924572	Indirect
2021-01-04	Class A Common Shares	F	7167	$43.14	Disposed	917405	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-04	Restricted Stock Units	$	M	4336	Disposed		Class A Common Shares (4336)	Indirect
2021-01-04	Restricted Stock Units	$	M	4909	Disposed		Class A Common Shares (4909)	Indirect
2021-01-04	Restricted Stock Units	$	M	4191	Disposed		Class A Common Shares (4191)	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
Warrants (Right to Buy)	$10.00		Class A Common Shares (943412)	943412	Indirect
Warrants (Right to Buy)	$10.78		Class A Common Shares (617661)	617661	Indirect
Warrants (Right to Buy)	$13.46		Class A Common Shares (475000)	475000	Indirect
Warrants (Right to Buy)	$10.00		Class A Common Shares (334325)	334325	Indirect
Warrants (Right to Buy)	$10.00		Class A Common Shares (951110)	951110	Indirect
Warrants (Right to Buy)	$10.78		Class A Common Shares (181299)	181299	Indirect
Warrants (Right to Buy)	$13.46		Class A Common Shares (475000)	475000	Indirect

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. 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. 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 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.

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.

F6: This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted share awards.

F7: These warrants can be exercised at any time and have no expiration date.

F8: These Class A common shares were previously held by the James and Leslie Belardi Family Trust and were transferred to the Belardi 2020 GRAT in one or more transactions that were exempt from Section 16 by Rule 16a-13.

F9: These Class A common shares were previously held by the Belardi 2018 GRAT and the Belardi 2019 GRAT, and were transferred to JB Athene Investments, LLC in one or more transactions that were exempt from Section 16 by Rule 16a-13.

F10: These warrants were previously held by the Belardi 2019 GRAT and were transferred to JB Athene Investments, LLC in one or more transactions that were exempt from Section 16 by Rule 16a-13.

F11: These warrants were previously held by the Belardi 2018 GRAT and were transferred to JB Athene Investments, LLC in one or more transactions that were exempt from Section 16 by Rule 16a-13.