Athene Holding (ATH-PA) Form 3 Athene Holding / Travis Michael Tweed ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Tweed Travis Michael

(Last) (First) (Middle)

C/O ATHENE HOLDING LTD., CHESNEY HOUSE

FIRST FLOOR, 96 PITTS BAY ROAD

(Street)

PEMBROKE HM08

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/03/2018

3. Issuer Name and Ticker or Trading Symbol
Athene Holding Ltd [ ATH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Shares	478	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Class A Common Shares	600	(1)	D
Restricted Stock Units	(2)	(2)	Class A Common Shares	228	(2)	D
Restricted Stock Units	(3)	(3)	Class A Common Shares	365	(3)	D

Explanation of Responses:

1. 1,000 M-4 restricted stock units ("M-4 RSUs") were originally granted to Mr. Tweed, 600 of which remain unvested as of the date of this report. Each M-4 RSU represents a contingent right to receive one Class A common share of the Issuer, subject to the payment of the conversion price. The M-4 RSUs reported herein vest on each of the first five anniversaries of the October 1, 2015 vesting start date. Vested M-4 RSUs are settled in Class A common shares.

2. 342 restricted stock units ("RSUs") were originally granted to Mr. Tweed, 228 of which remain unvested as of the date of this report. Each 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, 2017 vesting start date. An additional 342 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. 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.

3. Each 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, 2018 vesting start date. An additional 365 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2018 to December 31, 2020. 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.

Remarks:

VP and Interim Principal Accounting Officer. Exhibit 24.1 - Power of Attorney

	/s/ Ira Rosenblatt, attorney-in-fact	08/07/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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