SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Golden John Leonard

(Last)

(First)

(Middle)

C/O ATHENE HOLDING LTD., CHESNEY HOUSE

FIRST FLOOR, 96 PITTS BAY ROAD

(Street)

PEMBROKE

HM08

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2020

3. Issuer Name and Ticker or Trading Symbol
Athene Holding Ltd [ ATH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Shares	97,901	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	06/06/2026	Class A Common Shares	17,153	$33.95	D
Employee Stock Option (Right to Buy)	⁽²⁾	03/21/2027	Class A Common Shares	10,605	$51.25	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/27/2028	Class A Common Shares	10,605	$48.05	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	04/03/2029	Class A Common Shares	23,196	$42.44	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	02/21/2030	Class A Common Shares	20,989	$49.71	D
Warrants (Right to Buy)	⁽⁶⁾	⁽⁶⁾	Class A Common Shares	24,946	$26	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Class A Common Shares	694	⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Class A Common Shares	3,535	⁽⁸⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Class A Common Shares	4,527	⁽⁹⁾	D

Explanation of Responses:

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

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

3. This option vests ratably on each of the first three anniversaries of the January 1, 2018 vesting start date.

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

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

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

7. Each RSU represents a contingent right to receive one Class A common share of the Issuer. The RSUs reported herein shall vest on January 1, 2021. An additional 4,163 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.

8. Each RSU represents a contingent right to receive one Class A common share of the Issuer. The RSUs reported herein shall vest ratably on each of the following dates: January 1, 2021 and January 1, 2022. 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.

9. 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 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.

Remarks:

Exhibit 24.1 - Power of Attorney.

	/s/ Ira Rosenblatt, attorney-in-fact	12/16/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.