X0306 4 2017-01-03 0 0001527469 Athene Holding Ltd ATH 0001518052 Klein Martin P C/O ATHENE HOLDING LTD., CHESNEY HOUSE, FIRST FLOOR, 96 PITTS BAY ROAD PEMBROKE D0 HM08 BERMUDA 0 1 0 0 Executive VP and CFO Class A Common Shares 2017-01-03 4 M 0 1841 A 66841 D Class A Common Shares 2017-01-03 4 F 0 718 47.99 D 66123 D Class M-4 Prime Common Shares 27.83 Class A Common Shares 254263 254263 D Restricted Stock Units 2017-01-03 4 M 0 1841 D Class A Common Shares 1841 3682 D Employee Stock Option (right to buy) 33.95 2026-06-06 Class A Common Shares 32162 32162 D These Class M-4 Prime common shares are exchangeable into Class A common shares, on a one-to-one basis, once vested and upon payment of the conversion price (which can be paid in cash or shares). Once vested, these Class M-4 Prime common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time. Excludes 5,737 Class M-4 Prime common shares that vested based on time and were surrendered for tax purposes. One-third of the Class M-4 Prime common shares originally granted to Mr. Klein vest based on time, with such shares vesting ratably on each of the first five anniversaries of the November 15, 2015 vesting start date; one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $50 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $50 or more); and one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $70 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $70 or more). Any remaining unvested Class M-4 Prime common shares expire November 9, 2025. 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 11,046 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. This option vests ratably on each of the first three anniversaries of the January 1, 2016 vesting start date. 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. 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 2017-01-05