X0306 4 2018-01-02 0001527469 Athene Holding Ltd ATH 0001273281 WHEELER WILLIAM J C/O ATHENE HOLDING LTD., CHESNEY HOUSE, FIRST FLOOR, 96 PITTS BAY ROAD PEMBROKE D0 HM08 BERMUDA 1 President Class A Common Shares 2018-01-02 4 M 0 3682 A 369403 D Class A Common Shares 2018-01-02 4 M 0 2439 A 371224 D Class A Common Shares 2018-01-02 4 F 0 2077 51.71 D 369147 D Class A Common Shares 2018-01-02 4 F 0 618 51.71 D 368785 D Restricted Stock Units 2018-01-02 4 M 0 3682 D Class A Common Shares 3682 3682 D Restricted Stock Units 2018-01-02 4 M 0 2439 D Class A Common Shares 2439 4879 D Of these Class A common shares, 4,793 were originally issued pursuant to restricted share awards which vest one third on each of the first three anniversaries of the vesting start date and immediately upon a sale or change in control of the Issuer. All such Class A common shares have vested as of the date of this report. Each restricted stock unit ("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, 2016 vesting start date. An additional 22,092 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2016 to December 31, 2018. 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. Each restricted stock unit 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, 2017 vesting start date. An additional 14,635 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. 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. 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. 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. This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted share awards. Exhibit 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the Reporting Person on December 9, 2016) /s/ Ira Rosenblatt, attorney-in-fact 2018-01-04