0001140361-22-000213.txt : 20220103 0001140361-22-000213.hdr.sgml : 20220103 20220103171309 ACCESSION NUMBER: 0001140361-22-000213 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220101 FILED AS OF DATE: 20220103 DATE AS OF CHANGE: 20220103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ruisi Lawrence CENTRAL INDEX KEY: 0001312995 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 22503023 MAIL ADDRESS: STREET 1: C/O ATHENE HOLDING LTD. STREET 2: WASHINGTON HOUSE, 16 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 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 form4.xml FORM 4 X0306 4 2022-01-01 0001527469 Athene Holding Ltd ATH 0001312995 Ruisi Lawrence C/O ATHENE HOLDING LTD. WASHINGTON HOUSE, 16 CHURCH STREET HAMILTON D0 HM 11 BERMUDA true Class A Common Shares 2022-01-01 4 D 0 52914.1 D 5151 D Class A Common Shares 2022-01-01 4 D 0 5151 D 0 D 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." 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. 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. In addition, these RSAs vested in full 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. 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 2022-01-03