Douglas Bartlett Niemann - 23 Dec 2021 Form 4 Insider Report for Athene Holding Ltd (ATH-PA)

Role: EVP and Chief Risk Officer
Signature: /s/ Ira Rosenblatt, attorney-in-fact
Issuer symbol: ATH-PA
Transactions as of: 23 Dec 2021
Net transactions value: -$42,425
Form type: 4
Filing time: 28 Dec 2021, 16:33:47 UTC
Next filing: 03 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ATH	Class A Common Shares	Options Exercise		+1,378	+71%		3,328	23 Dec 2021	Direct	F3, F5
transaction	ATH	Class A Common Shares	Options Exercise		+1,161	+35%		4,489	23 Dec 2021	Direct	F3, F5
transaction	ATH	Class A Common Shares	Tax liability	$42,425	-539	-12%	$78.71	3,950	23 Dec 2021	Direct	F4, 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	Exercise Price	Ownership	Footnotes
transaction	ATH	Restricted Stock Units	Options Exercise	$0	-1,378	-50%	$0.000000	1,378	23 Dec 2021	Class A Common Shares	1,378		Direct	F1, F3
transaction	ATH	Restricted Stock Units	Options Exercise	$0	-1,161	-33%	$0.000000	2,324	23 Dec 2021	Class A Common Shares	1,161		Direct	F2, F3

* 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, 2020 vesting start date. The vesting of the 1,378 RSUs scheduled to vest on January 1, 2022 was accelerated and these RSUs settled on December 23, 2021. An additional 8,265 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.
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, 2021 vesting start date. The vesting of the 1,161 RSUs scheduled to vest on January 1, 2022 was accelerated and these RSUs settled on December 23, 2021. An additional 6,969 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.
F3	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.
F4	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.
F5	Includes an aggregate of 1,078 Class A common shares of the Issuer that were acquired under the Issuer's stock purchase plan in multiple lots on October 1, 2020, April 1, 2021, and January 4, 2021.

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)