X0306 4 2019-03-01 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 2019-03-01 4 M 0 37530 A 1059434 I By James And Leslie Belardi Family Trust Class A Common Shares 2019-03-01 4 F 0 18608 44.55 D 1040826 I By James And Leslie Belardi Family Trust Class A Common Shares 1750 I By Belardi Family Irrevocable Trust Restricted Stock Units 2019-03-01 4 M 0 37530 D Class A Common Shares 37530 0 I By James and Leslie Belardi Family Trust These performance-based restricted stock units ("PRSUs") were granted on June 6, 2016, but were conditional upon the Issuer satisfying certain performance criteria over the three fiscal year period from January 1, 2016 to December 31, 2018 (the "Performance Period"). On February 22, 2019, the Compensation Committee of the Issuer's Board of Directors determined the extent to which the Issuer met the performance goals for the Performance Period and the number of PRSUs that vested for the Reporting Person. Each PRSU represents a contingent right to receive one Class A common share of the Issuer. The PRSUs vested on January 15, 2019. This reported transaction represents vested PRSUs that have been settled in Class A common shares. Vested PRSUs 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 PRSUs that settled in Class A common shares. Mr. Belardi also serves as Chief Executive Officer of Athene Asset Management LLC ("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 2019-03-04