X0306 4 2017-01-03 0 0001527469 Athene Holding Ltd ATH 0001689345 Gillis Frank Lauren C/O ATHENE HOLDING LTD., CHESNEY HOUSE, FIRST FLOOR, 96 PITTS BAY ROAD PEMBROKE D0 HM08 BERMUDA 0 1 0 0 See Remarks Class A Common Shares 2017-01-03 4 M 0 1473 A 283106 D Class A Common Shares 2017-01-03 4 F 0 369 47.99 D 282737 D Class A Common Shares 20000 I By IRA Class M-1 Common Shares 10.00 Class A Common Shares 642735 642735 D Class M-1 Common Shares 10.00 Class A Common Shares 400000 400000 I By Gillis Family Trust u/a/d 12/30/14 Class M-4 Common Shares 26.00 Class A Common Shares 10000 10000 D Class M-4 Prime Common Shares 33.95 Class A Common Shares 200000 200000 D Restricted Stock Units 2017-01-03 4 M 0 1473 D Class A Common Shares 1473 2946 D Employee Stock Option (right to buy) 33.95 2026-06-06 Class A Common Shares 25729 25729 D Of these Class A common shares, 8,044 were originally issued pursuant to restricted share awards which vest one third on each of the first three anniversaries of the vesting start date and immediately upon a sale or change in control of the Issuer. 2,681 of such Class A common shares remain unvested as of the date of this report. These Class M-1, Class M-4 and Class M-4 Prime (collectively, "Class M") common shares are exchangeable into Class A common shares, on a one-to-one basis, once vested and upon payment of the conversion price (which can be paid in cash or shares). These Class M-1 common shares are fully vested. These vested Class M-1 common shares can be converted at the holder's election into Class A common shares at any time until July 15, 2019, at which point these vested Class M-1 common shares automatically convert into Class A common shares. One half of these Class M-4 common shares vest ratably on each of the first five anniversaries of the April 4, 2014 vesting start date; the other half of these Class M-4 common shares vest based on the trading price of the Class A common shares achieving applicable performance hurdles on certain dates after the initial public offering of the Class A common shares ("IPO"). Once vested, these Class M-4 common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time. Any remaining unvested Class M-4 common shares expire 5.25 years after the IPO. One-third of these Class M-4 Prime common shares vest based on time, with such shares vesting ratably on each of the first five anniversaries of the May 15, 2016 vesting start date; one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $50 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $50 or more); and one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $70 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $70 or more). Once vested, these Class M-4 Prime common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time. Any remaining unvested Class M-4 Prime common shares expire May 15, 2026. 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, 2016 vesting start date. An additional 8,837 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2016 to December 31, 2018. This option vests ratably on each of the first three anniversaries of the January 1, 2016 vesting start date. Anne Marie Heiser is trustee of the Gillis Family Trust u/a/d 12/30/14. This reported transaction represents vested RSUs that have been settled in Class A common shares. Vested RSUs 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 RSUs that settled in Class A common shares. EVP - ATH and Chief Executive Officer - ALRe 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 2017-01-05