William J. Wheeler - 01 Jan 2022 Form 4 Insider Report for Athene Holding Ltd (ATH-PA)

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated March 8, 2021 (the "Merger Agreement") by and among the Issuer, Apollo Global Management, Inc., a Delaware corporation ("AGM"), Tango Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of AGM ("HoldCo"), Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of HoldCo ("Company Merger Sub"), and Green Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of HoldCo ("AGM Merger Sub"), effective January 1, 2022 (the "Effective Time"): (i) AGM merged with AGM Merger Sub, with AGM surviving such merger as a direct wholly owned subsidiary of HoldCo (the "AGM Merger"), (ii) the Issuer merged with Company Merger Sub, with the Issuer surviving such merger as a direct, wholly owned subsidiary of HoldCo (the "Company Merger" and, together with the AGM Merger, the "Mergers"), and (iii) the name of HoldCo was changed to "Apollo Global Management, Inc."

Footnote F2

Pursuant to the Merger Agreement, these Class A common shares, par value $0.001 per share, of the Issuer ("Class A Common Shares") converted automatically into the right to receive 1.149 shares of common stock, par value $0.00001 per share, of HoldCo ("HoldCo Shares"), with fractional shares paid out in cash. As of December 31, 2021, the closing market price of the Issuer's Class A Common Shares was $83.33 and the closing market price of AGM's Class A common stock was $72.43.

Footnote F3

Pursuant to the Merger Agreement, these time-based restricted share awards ("RSAs") converted into a number of restricted HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such RSA immediately prior to the Effective Time. These RSAs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time.

Footnote F4

This option vests ratably on each of the first three anniversaries of the January 1, 2021 vesting start date.

Footnote F5

Pursuant to the Merger Agreement, these options converted into an option to purchase a number of HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to the product of (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such option immediately prior to the Effective Time, rounded down to the nearest whole share, with an exercise price equal to the quotient of (x) the exercise price of such option divided by (y) 1.149, rounded up to the nearest whole cent. These options are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time.

Footnote F6

This option vests ratably on each of the first three anniversaries of the January 1, 2020 vesting start date.

Footnote F7

This option vests ratably on each of the first three anniversaries of the January 1, 2019 vesting start date.

Footnote F8

This option vested ratably on each of the first three anniversaries of the January 1, 2018 vesting start date.

Footnote F9

This option vested ratably on each of the first three anniversaries of the January 1, 2017 vesting start date.

Footnote F10

The option became exercisable in three equal installments on February 24, 2016, 2017, and 2018.

Footnote F11

These warrants can be exercised at any time and have no expiration date.

Footnote F12

Pursuant to the Merger Agreement, these Warrants were automatically exchanged for an amount of HoldCo Shares equal to the fair value of the Company Warrant as of immediately prior to the Effective Date, as determined utilizing the Black-Scholes Option Pricing Model.

Footnote F13

Each restricted stock unit ("RSU") represents a contingent right to receive one Class A Common Share of the Issuer. 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.

Footnote F14

These RSUs vest on each of the first three anniversaries of the January 1, 2021 vesting start date and have no expiration date.

Footnote F15

These RSUs vest on each of the first three anniversaries of the January 1, 2020 vesting start date and have no expiration date.

Footnote F16

These RSUs vest on each of the first three anniversaries of the January 1, 2019 vesting start date and have no expiration date.

Footnote F17

Pursuant to the Merger Agreement, these time-based RSUs converted into an award of restricted share units with respect to a number of HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such RSU immediately prior to the Effective Time. These RSUs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time.

Footnote F18

Pursuant to the terms of the Merger Agreement, these performance-based RSUs ("PSUs") vested to the extent of the applicable target level of performance (100%).

Footnote F19

These PSUs vest over the three fiscal year period from January 1, 2021 to December 31, 2023 and have no expiration date.

Footnote F20

These PSUs vest over the three fiscal year period from January 1, 2020 to December 31, 2022 and have no expiration date.

Footnote F21

Pursuant to the Merger Agreement, these PSUs converted into an award of restricted share units with respect to a number of HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such PSU immediately prior to the Effective Time. The PSUs continue to be subject to time-based vesting conditions and will vest at the end of the applicable performance period. These PSUs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time.

Footnote F22

Pursuant to the Merger Agreement, these performance-based restricted share awards ("PSAs") vested to the extent of the applicable target level of performance (100%).

Footnote F23

Pursuant to the Merger Agreement, these PSAs converted into a number of restricted HoldCo Shares, rounded down to the nearest whole HoldCo Share, equal to (i) 1.149 multiplied by (ii) the number of Class A Common Shares subject to such PSA to the extent of the applicable target level of performance immediately prior to the Effective Time. The PSAs continue to be subject to time-based vesting conditions and will vest at the end of the applicable performance period. These PSAs are otherwise subject to the same terms and conditions as were applicable immediately prior to the Effective Time.