John Leonard Golden - Dec 23, 2021 Form 4 Insider Report for Athene Holding Ltd (ATH)

Role: EVP and General Counsel
Signature: /s/ Ira Rosenblatt, attorney-in-fact
Stock symbol: ATH
Transactions as of: Dec 23, 2021
Transactions value $: -$196,539
Form type: 4
Date filed: 12/28/2021, 04:32 PM
Previous filing: Dec 8, 2021
Next filing: Jan 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ATH	Class A Common Shares	Options Exercise		+1.77K	+4.51%		40.9K	Dec 23, 2021	Direct	F4
transaction	ATH	Class A Common Shares	Options Exercise		+1.51K	+3.69%		42.5K	Dec 23, 2021	Direct	F4
transaction	ATH	Class A Common Shares	Options Exercise		+1.79K	+4.21%		44.2K	Dec 23, 2021	Direct	F4
transaction	ATH	Class A Common Shares	Tax liability	-$197K	-2.5K	-5.64%	$78.71	41.7K	Dec 23, 2021	Direct	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	ATH	Restricted Stock Units	Options Exercise	$0	-1.77K	-100%	$0.00^*	0	Dec 23, 2021	Class A Common Shares	1.77K	Direct	F1, F4
transaction	ATH	Restricted Stock Units	Options Exercise	$0	-1.51K	-50%	$0.00	1.51K	Dec 23, 2021	Class A Common Shares	1.51K	Direct	F2, F4
transaction	ATH	Restricted Stock Units	Options Exercise	$0	-1.79K	-33.33%	$0.00	3.57K	Dec 23, 2021	Class A Common Shares	1.79K	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each RSU represents a contingent right to receive one Class A common share of the Issuer. The original grant of these RSUs was scheduled to vest in equal parts on each of the first three anniversaries of the January 1, 2019 vesting start date. The vesting of the 1,768 RSUs scheduled to vest on January 1, 2022 was accelerated and these RSUs settled on December 23, 2021. An additional 10,604 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2019 to December 31, 2021. 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.
F2	Each RSU represents a contingent right to receive one Class A common share of the Issuer. The original grant of these RSUs was scheduled to vest in equal parts on each of the first three anniversaries of the January 1, 2020 vesting start date. The vesting of the 1,509 RSUs scheduled to vest on January 1, 2022 was accelerated and these RSUs settled on December 23, 2021. An additional 9,053 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.
F3	Each RSU represents a contingent right to receive one Class A common share of the Issuer. The original grant of these RSUs was scheduled to vest in equal parts on each of the first three anniversaries of the January 1, 2021 vesting start date. The vesting of the 1,787 RSUs scheduled to vest on January 1, 2022 was accelerated and these RSUs settled on December 23, 2021. An additional 10,721 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2021 to December 31, 2023. 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.
F4	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.
F5	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.

Remarks:

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 16, 2020)