X0306 4 2020-02-28 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 1 Executive VP and CFO Class A Common Shares 2020-02-28 4 A 0 3714 A 138449 D Class M-4 Prime Common Shares 27.83 2020-02-28 4 F 0 48011.6 18.44 D Class A Common Shares 48011.6 139912.21 D Class M-4 Prime Common Shares 27.83 2020-02-28 4 D 0 139912.21 D Class A Common Shares 139912.21 0 D Warrants (Right to Buy) 27.83 2020-02-28 4 A 0 132916 A Class A Common Shares 132916 132916 D This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of Class M-4 Prime common shares. The price of derivative security represents the per share value of the Class M-4 Prime common shares used to calculate the number of shares withheld. In connection with the elimination of the Issuer's multi-class share structure, and pursuant to an exchange that was approved by the Compensation Committee of the Issuer's board of directors on December 3, 2019 for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, unvested Class M common shares held by the Reporting Person were vested prior to the exchange and Class M common shares held by the Reporting Person were exchanged for (i) a number of Class A common shares with an aggregate value (based on the volume weighted average trading price of the Class A common shares over the previous 60 calendar days and rounded up to the next whole Class A common share in the event of any fractional shares) equal to 5% of the fair market value of the exchanged Class M common shares and (ii) a number of warrants to purchase Class A common shares with an exercise price equal to the exercise price of the Class M shares being exchanged and with an aggregate fair market value (based on the Black-Scholes option pricing methodology) equal to 95% of the fair market value of the exchanged Class M common shares. These warrants can be exercised at any time and have no expiration date. 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 2020-03-03