X0306 4 2020-02-21 0001527469 Athene Holding Ltd ATH 0001689321 Kvalheim Grant C/O ATHENE HOLDING LTD., CHESNEY HOUSE, FIRST FLOOR, 96 PITTS BAY ROAD PEMBROKE D0 HM08 BERMUDA 1 See Remarks Class A Common Shares 2020-02-24 4 M 0 9652 A 1642756 D Class A Common Shares 2020-02-24 4 F 0 2930 49.71 D 1639826 D Employee Stock Option (Right to Buy) 49.71 2020-02-21 4 A 0 40812 0 A 2030-02-21 Class A Common Shares 40812 40812 D Restricted Stock Units 2020-02-21 4 A 0 8802 0 A Class A Common Shares 8802 8802 D Restricted Stock Units 2020-02-24 4 M 0 9652 D Class A Common Shares 9652 0 D Restricted Stock Units Class A Common Shares 6873 6873 D Restricted Stock Units Class A Common Shares 1475 1475 D This option vests ratably on each of the first three anniversaries of the January 1, 2020 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, 2020 vesting start date. An additional 17,603 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2020 to December 31, 2022. 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 performance-based restricted stock units ("PRSUs") were granted on March 21, 2017, but were conditional upon the Issuer satisfying certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019 (the "Performance Period"). On February 18, 2020, 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. 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, 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. 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 2020-02-25