0001127602-19-014924.txt : 20190405 0001127602-19-014924.hdr.sgml : 20190405 20190405163419 ACCESSION NUMBER: 0001127602-19-014924 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190403 FILED AS OF DATE: 20190405 DATE AS OF CHANGE: 20190405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Belardi James Richard CENTRAL INDEX KEY: 0001689315 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 19735536 MAIL ADDRESS: STREET 1: C/O ATHENE HOLDING LTD. STREET 2: CHESNEY HOUSE, 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 FORMER NAME: FORMER CONFORMED NAME: Berlardi James Richard DATE OF NAME CHANGE: 20161104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Athene Holding Ltd CENTRAL INDEX KEY: 0001527469 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 980628973 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: 441-279-8400 MAIL ADDRESS: STREET 1: 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2019-04-03 0001527469 Athene Holding Ltd ATH 0001689315 Belardi James Richard C/O ATHENE HOLDING LTD., CHESNEY HOUSE, FIRST FLOOR, 96 PITTS BAY ROAD PEMBROKE D0 HM08 BERMUDA 1 1 Chairman, CEO and CIO Class A Common Shares 2019-04-03 4 A 0 44181 .001 A 1085007 I By James And Leslie Belardi Family Trust Class A Common Shares 1750 I By Belardi Family Irrevocable Trust Employee Stock Option (Right to Buy) 42.44 2019-04-03 4 A 0 64433 0 A 2029-04-03 Class A Common Shares 64433 64433 I By James And Leslie Belardi Family Trust Restricted Stock Units 2019-04-03 4 A 0 14727 0 A Class A Common Shares 14727 14727 I By James And Leslie Belardi Family Trust Restricted Stock Units Class A Common Shares 8672 8672 I By James and Leslie Belardi Family Trust Restricted Stock Units Class A Common Shares 4066 4066 I By James And Leslie Belardi Family Trust This reported transaction represents an award of performance-based restricted shares issued at the maximum payout amount. The shares vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2019 to December 31, 2021 and are subject to forfeiture in the event that maximum performance levels are not achieved. 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 at the target level of performance as of the effective date of such termination of relationship. This option vests ratably on each of the first three anniversaries of the January 1, 2019 vesting start date. 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, 2019 vesting start date. 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. Each 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, 2018 vesting start date. 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. Each 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, 2017 vesting start date. An additional 24,391 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. 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. Mr. Belardi also serves as Chief Executive Officer of Athene Asset Management, L.P. ("AAM"), a subsidiary of Apollo Global Management, LLC ("Apollo"). Certain of Apollo's affiliates manage investment funds (the "Apollo Funds") that hold Class B common shares of the Issuer and may be deemed to beneficially own the common shares of the Issuer held by the Apollo Funds. This report does not include any securities of the Issuer held by AAM or any of the Apollo Funds or that may be deemed to be beneficially owned by AAM or any Apollo investment managers or investment advisors affiliated with the Apollo Funds, and Mr. Belardi disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Belardi is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. 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 2019-04-05