Athene Holding Ltd. — Director's Dealing 2022

Jan 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Athene Holding Ltd (ATH)
CIK: 0001527469
Period of Report: 2022-01-01

Reporting Person: Belardi James Richard (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-01	Class A Common Shares	D	1.89	—	Disposed	0	Indirect
2022-01-01	Class A Common Shares	D	176790	—	Disposed	0	Indirect
2022-01-01	Class A Common Shares	D	16657	—	Disposed	0	Indirect
2022-01-01	Class A Common Shares	D	159696	—	Disposed	0	Indirect
2022-01-01	Class A Common Shares	D	856288	—	Disposed	0	Indirect
2022-01-01	Class A Common Shares	D	30672	—	Disposed	0	Indirect
2022-01-01	Class A Common Shares	A	56256	—	Acquired	56256	Indirect
2022-01-01	Class A Common Shares	D	56256	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-01	Employee Stock Option (Right to Buy)	$46.64	D	58686	Disposed	2031-02-22	Class A Common Shares (58686)	Indirect
2022-01-01	Employee Stock Option (Right to Buy)	$48.05	D	66278	Disposed	2028-02-27	Class A Common Shares (66278)	Indirect
2022-01-01	Employee Stock Option (Right to Buy)	$42.44	D	64433	Disposed	2029-04-03	Class A Common Shares (64433)	Indirect
2022-01-01	Employee Stock Option (Right to Buy)	$49.71	D	58303	Disposed	2030-02-21	Class A Common Shares (58303)	Indirect
2022-01-01	Employee Stock Option (Right to Buy)	$51.25	D	66278	Disposed	2027-03-21	Class A Common Shares (66278)	Indirect
2022-01-01	Employee Stock Option (Right to Buy)	$33.95	D	128645	Disposed	2026-06-06	Class A Common Shares (128645)	Indirect
2022-01-01	Warrants (Right to Buy)	$10.78	D	617661	Disposed		Class A Common Shares (617661)	Indirect
2022-01-01	Warrants (Right to Buy)	$13.46	D	475000	Disposed		Class A Common Shares (475000)	Indirect
2022-01-01	Warrants (Right to Buy)	$10	D	433978	Disposed		Class A Common Shares (433978)	Indirect
2022-01-01	Warrants (Right to Buy)	$10.78	D	181299	Disposed		Class A Common Shares (181299)	Indirect
2022-01-01	Warrants (Right to Buy)	$13.46	D	475000	Disposed		Class A Common Shares (475000)	Indirect
2022-01-01	Warrants (Right to Buy)	$10	D	951110	Disposed		Class A Common Shares (951110)	Indirect
2022-01-01	Warrants (Right to Buy)	$10	D	334325	Disposed		Class A Common Shares (334325)	Indirect
2022-01-01	Warrants (Right to Buy)	$10	D	509434	Disposed		Class A Common Shares (509434)	Indirect
2022-01-01	Time-Based Restricted Stock Units	$	D	13401	Disposed		Class A Common Shares (13401)	Indirect
2022-01-01	Time-Based Restricted Stock Units	$	D	8382	Disposed		Class A Common Shares (8382)	Indirect
2022-01-01	Time-Based Restricted Stock Units	$	D	4909	Disposed		Class A Common Shares (4909)	Indirect
2022-01-01	Performance-Based Restricted Stock Units	$	A	25146	Acquired		Class A Common Shares (25146)	Indirect
2022-01-01	Performance-Based Restricted Stock Units	$	D	25146	Disposed		Class A Common Shares (25146)	Indirect

Footnotes

F1: Pursuant to the Agreement and Plan of Merger, dated March 8, 2021 (the "Merger Agreement") by and among the Issuer, Apollo Global Management, Inc., a Delaware corporation ("AGM"), Tango Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of AGM ("HoldCo"), Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of HoldCo ("Company Merger Sub"), and Green Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of HoldCo ("AGM Merger Sub"), effective January 1, 2022 (the "Effective Time"): (i) AGM merged with AGM Merger Sub, with AGM surviving such merger as a direct wholly owned subsidiary of HoldCo (the "AGM Merger"), (ii) the Issuer merged with Company Merger Sub, with the Issuer surviving such merger as a direct, wholly owned subsidiary of HoldCo (the "Company Merger" and, together with the AGM Merger, the "Mergers"), and (iii) the name of HoldCo was changed to "Apollo Global Management, Inc."

F2: Pursuant to the Merger Agreement, these Class A common shares, par value $0.001 per share, of the Issuer ("Class A Common Shares") converted automatically into the right to receive 1.149 shares of common stock, par value $0.00001 per share, of HoldCo ("HoldCo Shares"), with fractional shares paid out in cash. As of December 31, 2021, the closing market price of the Issuer's Class A Common Shares was $83.33 and the closing market price of AGM's Class A common stock was $72.43.

F3: Pursuant to the Merger Agreement, these time-based restricted share awards ("RSAs") converted into a number of restricted HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such RSA immediately prior to the Effective Time. These RSAs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time.

F4: Pursuant to the Merger Agreement, these performance-based restricted share awards ("PSAs") vested to the extent of the applicable target level of performance (100%).

F5: Pursuant to the Merger Agreement, these PSAs converted into a number of restricted HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such PSA to the extent of the applicable target level of performance immediately prior to the Effective Time. The PSAs continue to be subject to time-based vesting conditions and will vest at the end of the applicable performance period. These PSAs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time.

F6: This option vests ratably on each of the first three anniversaries of the January 1, 2021 vesting start date.

F7: Pursuant to the Merger Agreement, these options converted into an option to purchase a number of HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to the product of (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such option immediately prior to the Effective Time, rounded down to the nearest whole share, with an exercise price equal to the quotient of (x) the exercise price of such option divided by (y) 1.149, rounded up to the nearest whole cent. These options are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time.

F8: This option vested ratably on each of the first three anniversaries of the January 1, 2018 vesting start date.

F9: This option vests ratably on each of the first three anniversaries of the January 1, 2019 vesting start date.

F10: This option vests ratably on each of the first three anniversaries of the January 1, 2020 vesting start date.

F11: This option vested ratably on each of the first three anniversaries of the January 1, 2017 vesting start date.

F12: This option vested ratably on each of the first three anniversaries of the January 1, 2016 vesting start date.

F13: These warrants can be exercised at any time and have no expiration date.

F14: Pursuant to the Merger Agreement, these Warrants were automatically exchanged for an amount of HoldCo Shares equal to the fair value of the Company Warrant as of immediately prior to the Effective Date, as determined utilizing the Black-Scholes Option Pricing Model.

F15: Each restricted stock unit ("RSU") represents a contingent right to receive one Class A Common Share of the Issuer. 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.

F16: These RSUs vest on each of the first three anniversaries of the January 1, 2021 vesting start date and have no expiration date.

F17: These RSUs vest on each of the first three anniversaries of the January 1, 2020 vesting start date and have no expiration date.

F18: These RSUs vest on each of the first three anniversaries of the January 1, 2019 vesting start date and have no expiration date.

F19: Pursuant to the Merger Agreement, these time-based RSUs converted into an award of restricted share units with respect to a number of HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such RSU immediately prior to the Effective Time. These RSUs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time.

F20: Pursuant to the terms of the Merger Agreement, these performance-based RSUs ("PSUs") vested to the extent of the applicable target level of performance (100%).

F21: These PSUs vest over the three fiscal year period from January 1, 2020 to December 31, 2022 and have no expiration date

F22: Pursuant to the Merger Agreement, these PSUs converted into an award of restricted share units with respect to a number of HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such PSU immediately prior to the Effective Time. The PSUs continue to be subject to time-based vesting conditions and will vest at the end of the applicable performance period. These PSUs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time.