X0306 4 2019-09-12 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 1 See Remarks Class A Common Shares 2019-09-12 4 M 0 7600 10.00 A 7600 I by Gillis Family Trust U/a/d 12/30/14 Class A Common Shares 2019-09-12 4 M 0 1900 10.00 A 1900 I by The Anne E Fowler Foundation, Inc. Class A Common Shares 2019-09-12 4 S 0 10000 42.03 D 157817 D Class A Common Shares 2019-09-12 4 S 0 7600 42.04 D 0 I by Gillis Family Trust U/a/d 12/30/14 Class A Common Shares 2019-09-12 4 S 0 1900 42.03 D 0 I by The Anne E Fowler Foundation, Inc. Class A Common Shares 20000 I By Ira Class M-1 Common Shares 10.00 2019-09-12 4 M 0 7600 0 D Class A Common Shares 7600 315200 I By Gillis Family Trust U/a/d 12/30/14 Class M-1 Common Shares 10.00 2019-09-12 4 M 0 1900 0 D Class A Common Shares 1900 3800 I by The Anne E Fowler Foundation, Inc. Anne Marie Heiser is trustee of the Gillis Family Trust u/a/d 12/30/14. The Reporting Person disclaims beneficial ownership of the shares held by The Anne E. Fowler Foundation, Inc., and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person, the Gillis Family Trust and The Anne E. Fowler Foundation, Inc. on December 13, 2018. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.24 to $42.42 inclusive. The Reporting Person undertakes to provide to Athene Holding Ltd., any security holder of Athene Holding Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.27 to $42.40 inclusive. The Reporting Person undertakes to provide to Athene Holding Ltd., any security holder of Athene Holding Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. These Class M-1 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. EVP - ATH; 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 2019-09-16