0001140361-22-000199.txt : 20220103 0001140361-22-000199.hdr.sgml : 20220103 20220103171151 ACCESSION NUMBER: 0001140361-22-000199 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: Klein Martin P CENTRAL INDEX KEY: 0001518052 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 22502996 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 0001518052 Klein Martin P C/O ATHENE HOLDING LTD. WASHINGTON HOUSE, 16 CHURCH STREET HAMILTON D0 HM 11 BERMUDA true Executive VP and CFO Class A Common Shares 2022-01-01 4 D 0 82812 D 30043 D Class A Common Shares 2022-01-01 4 D 0 30043 D 0 D Class A Common Shares 2022-01-01 4 A 0 20029 0 A 20029 D Class A Common Shares 2022-01-01 4 D 0 20029 D 0 D Employee Stock Option (Right to Buy) 46.64 2022-01-01 4 D 0 45775 D 2031-02-22 Class A Common Shares 45775 0 D Employee Stock Option (Right to Buy) 49.71 2022-01-01 4 D 0 39646 D 2030-02-21 Class A Common Shares 39646 0 D Employee Stock Option (Right to Buy) 42.44 2022-01-01 4 D 0 43815 D 2029-04-03 Class A Common Shares 43815 0 D Employee Stock Option (Right to Buy) 48.05 2022-01-01 4 D 0 26512 D 2028-02-27 Class A Common Shares 26512 0 D Employee Stock Option (Right to Buy) 51.25 2022-01-01 4 D 0 26512 D 2027-03-21 Class A Common Shares 26512 0 D Employee Stock Option (Right to Buy) 33.95 2022-01-01 4 D 0 32162 D 2026-06-06 Class A Common Shares 32162 0 D Warrants (Right to Buy) 27.83 2022-01-01 4 D 0 132916 D Class A Common Shares 132916 0 D Time-Based Restricted Stock Units 2022-01-01 4 D 0 10453 D Class A Common Shares 10453 0 D Time-Based Restricted Stock Units 2022-01-01 4 D 0 5700 D Class A Common Shares 5700 0 D Time-Based Restricted Stock Units 2022-01-01 4 D 0 3339 D Class A Common Shares 3339 0 D Performance-Based Restricted Stock Units 2022-01-01 4 A 0 20905 0 A Class A Common Shares 20905 20905 D Performance-Based Restricted Stock Units 2022-01-01 4 A 0 17100 0 A Class A Common Shares 17100 17100 D Performance-Based Restricted Stock Units 2022-01-01 4 D 0 20905 D Class A Common Shares 20905 0 D Performance-Based Restricted Stock Units 2022-01-01 4 D 0 17100 D Class A Common Shares 17100 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. These RSAs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time. This option vests ratably on each of the first three anniversaries of the January 1, 2021 vesting start date. Pursuant to the Merger Agreement, these options converted into an option to purchase a number of HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to the product of (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such option immediately prior to the Effective Time, rounded down to the nearest whole share, with an exercise price equal to the quotient of (x) the exercise price of such option divided by (y) 1.149, rounded up to the nearest whole cent. These options are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time. This option vests ratably on each of the first three anniversaries of the January 1, 2020 vesting start date. This option vests ratably on each of the first three anniversaries of the January 1, 2019 vesting start date. This option vested ratably on each of the first three anniversaries of the January 1, 2018 vesting start date. This option vested ratably on each of the first three anniversaries of the January 1, 2017 vesting start date. This option vested ratably on each of the first three anniversaries of the January 1, 2016 vesting start date. These warrants can be exercised at any time and have no expiration date. Pursuant to the Merger Agreement, these Warrants were automatically exchanged for an amount of HoldCo Shares equal to the fair value of the Company Warrant as of immediately prior to the Effective Date, as determined utilizing the Black-Scholes Option Pricing Model. Each restricted stock unit ("RSU") represents a contingent right to receive one Class A Common Share of the Issuer. Vested RSUs are settled in Class A Common Shares on a one-for-one basis. 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. These RSUs vest on each of the first three anniversaries of the January 1, 2021 vesting start date and have no expiration date. These RSUs vest on each of the first three anniversaries of the January 1, 2020 vesting start date and have no expiration date. These RSUs vest on each of the first three anniversaries of the January 1, 2019 vesting start date and have no expiration date. Pursuant to the Merger Agreement, these time-based RSUs converted into an award of restricted share units with respect to a number of 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 RSU immediately prior to the Effective Time. These RSUs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time. Pursuant to the terms of the Merger Agreement, these performance-based RSUs ("PSUs") vested to the extent of the applicable target level of performance (100%). These PSUs vest over the three fiscal year period from January 1, 2021 to December 31, 2023 and have no expiration date. These PSUs vest over the three fiscal year period from January 1, 2020 to December 31, 2022 and have no expiration date. Pursuant to the Merger Agreement, these PSUs converted into an award of restricted share units with respect to a number of 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 PSU immediately prior to the Effective Time. The PSUs continue to be subject to time-based vesting conditions and will vest at the end of the applicable performance period. These PSUs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time. Pursuant to the Merger Agreement, these performance-based restricted share awards ("PSAs") vested to the extent of the applicable target level of performance (100%). Pursuant to the Merger Agreement, these PSAs 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 PSA to the extent of the applicable target level of performance immediately prior to the Effective Time. The PSAs continue to be subject to time-based vesting conditions and will vest at the end of the applicable performance period. These PSAs 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 24.1 to the Form 3 filed by the Reporting Person on December 9, 2016) /s/ Ira Rosenblatt, attorney-in-fact 2022-01-03