0000899243-21-031991.txt : 20210806 0000899243-21-031991.hdr.sgml : 20210806 20210806203450 ACCESSION NUMBER: 0000899243-21-031991 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210806 FILED AS OF DATE: 20210806 DATE AS OF CHANGE: 20210806 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROWAN MARC J CENTRAL INDEX KEY: 0001032681 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 211154351 MAIL ADDRESS: STREET 1: APOLLO ADVISORS LP STREET 2: 1301 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Athene Holding Ltd CENTRAL INDEX KEY: 0001527469 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 980630022 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SECOND FLOOR, WASHINGTON HOUSE STREET 2: 16 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 441-279-8400 MAIL ADDRESS: STREET 1: SECOND FLOOR, WASHINGTON HOUSE STREET 2: 16 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-08-06 0 0001527469 Athene Holding Ltd ATH 0001032681 ROWAN MARC J C/O ATHENE HOLDING LTD. SECOND FLOOR, WASHINGTON HOUSE, 16 CHURCH STREET HAMILTON D0 HM 11 BERMUDA 1 0 0 0 Class A Common Shares 2021-08-06 4 S 0 527 67.6558 D 5410 D Class A Common Shares 2021-08-06 4 S 0 42151 67.6558 D 432261 I See Footnote Class A Common Shares 2021-08-06 4 S 0 14194 67.6558 D 145556 I See Footnote Class A Common Shares 2021-08-06 4 S 0 30483 67.6558 D 312607 I See Footnote Class A Common Shares 2021-08-06 4 S 0 1494 67.6558 D 15317 I See Footnote Class A Common Shares 681075 I See Footnote The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.26 to $67.96, inclusive. The Reporting Persons undertake to provide to Athene Holding Ltd. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Includes Class A common shares, par value $0.001 (the "Class A Shares"), of the Issuer that were previously held by AP Alternative Assets, L.P. and MJR Foundation AC LLC, that were distributed by each of them in an in-kind pro rata distribution without a change in pecuniary interest. By MJR Foundation Holdings LLC, an entity directly and indirectly wholly owned by the reporting person. By a family trust, an estate planning vehicle for which all investment and management decisions are made by its Trustees, which include the spouse of the reporting person. By another family trust, an estate planning vehicle for which all investment decisions are made at the direction of the reporting person. By MJRF AC Corporation, an entity for which voting and investment control are exercised by the reporting person. By MJR Foundation LLC, an estate planning vehicle for which voting and investment control are exercised by the reporting person. The 681,075 Class A Shares were received in an in-kind contribution directly and indirectly by Mr. Rowan and entities and trusts in which he has a pecuniary interest without any change in pecuniary interest by Mr. Rowan or the entities or trusts that made such contribution. Mr. Rowan intends to sell up to 1,000,000 Class A Shares of the Issuer in the aggregate (the "Aggregate Issuer Shares") prior to the closing of the merger of Apollo Global Management, Inc. ("Apollo") and the Issuer. Following such sales, Mr. Rowan will beneficially own approximately 681,075 Class A Shares of the Issuer. Mr. Rowan informed the Issuer that the sales of the Aggregate Issuer Shares are to generate liquidity to fund anticipated tax obligations arising from Apollo's previously announced conversion of its capital structure to a single class of voting common stock, and that he does not currently have any plan or intention to sell any additional Class A Shares of the Issuer (other than the Aggregate Issuer Shares). Mr. Rowan is the Chief Executive Officer and a co-founder of Apollo and currently serves on the board of directors of Apollo. Certain of Apollo's affiliates manage investment funds (the "Apollo Funds") that hold Class A Shares of the Issuer and may be deemed to beneficially own the Class A Shares of the Issuer held by the Apollo Funds. This report does not include any securities of the Issuer held by any of the Apollo Funds or that may be deemed to be beneficially owned by any Apollo investment managers or investment advisors affiliated with the Apollo Funds, and Mr. Rowan disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Rowan is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Exhibit 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Person on December 9, 2016). /s/ Ira Rosenblatt, attorney-in-fact 2021-08-06