Athene Holding Form 4 / James Richard Belardi ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Belardi James Richard

(Last)

(First)

(Middle)

C/O ATHENE HOLDING LTD.

WASHINGTON HOUSE, 16 CHURCH STREET

(Street)

HAMILTON

HM 11

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO and CIO

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Shares	01/04/2021		M		4,336⁽⁴⁾	A	⁽⁴⁾	921,679	I	By James And Leslie Belardi Family Trust
Class A Common Shares	01/04/2021		M		4,909⁽⁴⁾	A	⁽⁴⁾	926,588	I	By James And Leslie Belardi Family Trust
Class A Common Shares	01/04/2021		M		4,191⁽⁴⁾	A	⁽⁴⁾	930,779	I	By James And Leslie Belardi Family Trust
Class A Common Shares	01/04/2021		F		6,207⁽⁵⁾	D	$43.14	924,572	I	By James And Leslie Belardi Family Trust
Class A Common Shares	01/04/2021		F		7,167⁽⁶⁾	D	$43.14	917,405	I	By James And Leslie Belardi Family Trust
Class A Common Shares								200,000	I	by Belardi 2020 GRAT⁽⁸⁾
Class A Common Shares								16,657	I	By Belardi Family Irrevocable Trust
Class A Common Shares								159,696	I	JB Athene Investments, LLC⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾⁽⁴⁾	01/04/2021		M			4,336	⁽¹⁾	⁽¹⁾	Class A Common Shares	4,336	⁽⁴⁾	0	I	By James and Leslie Belardi Family Trust
Restricted Stock Units	⁽²⁾⁽⁴⁾	01/04/2021		M			4,909	⁽²⁾	⁽²⁾	Class A Common Shares	4,909	⁽⁴⁾	4,909	I	By James And Leslie Belardi Family Trust
Restricted Stock Units	⁽³⁾⁽⁴⁾	01/04/2021		M			4,191	⁽³⁾	⁽³⁾	Class A Common Shares	4,191	⁽⁴⁾	8,382	I	by James and Leslie Belardi Family Trust
Warrants (Right to Buy)	$10							⁽⁷⁾	⁽⁷⁾	Class A Common Shares	943,412		943,412	I	by Belardi 2019 GRAT
Warrants (Right to Buy)	$10.78							⁽⁷⁾	⁽⁷⁾	Class A Common Shares	617,661		617,661	I	by Belardi 2019 GRAT
Warrants (Right to Buy)	$13.46							⁽⁷⁾	⁽⁷⁾	Class A Common Shares	475,000		475,000	I	by Belardi 2019 GRAT
Warrants (Right to Buy)	$10							⁽⁷⁾	⁽⁷⁾	Class A Common Shares	334,325		334,325	I	by Belardi Family Irrevocable Trust
Warrants (Right to Buy)	$10							⁽⁷⁾	⁽⁷⁾	Class A Common Shares	951,110		951,110	I	by JB Athene Investments, LLC⁽¹⁰⁾
Warrants (Right to Buy)	$10.78							⁽⁷⁾	⁽⁷⁾	Class A Common Shares	181,299		181,299	I	by JB Athene Investments, LLC⁽¹¹⁾
Warrants (Right to Buy)	$13.46							⁽⁷⁾	⁽⁷⁾	Class A Common Shares	475,000		475,000	I	by JB Athene Investments, LLC⁽¹¹⁾

Explanation of Responses:

1. 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. 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.

2. 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, 2019 vesting start date. 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, 2020 vesting start date. An additional 25,146 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.

4. 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.

5. 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.

6. This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted share awards.

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

8. These Class A common shares were previously held by the James and Leslie Belardi Family Trust and were transferred to the Belardi 2020 GRAT in one or more transactions that were exempt from Section 16 by Rule 16a-13.

9. These Class A common shares were previously held by the Belardi 2018 GRAT and the Belardi 2019 GRAT, and were transferred to JB Athene Investments, LLC in one or more transactions that were exempt from Section 16 by Rule 16a-13.

10. These warrants were previously held by the Belardi 2019 GRAT and were transferred to JB Athene Investments, LLC in one or more transactions that were exempt from Section 16 by Rule 16a-13.

11. These warrants were previously held by the Belardi 2018 GRAT and were transferred to JB Athene Investments, LLC in one or more transactions that were exempt from Section 16 by Rule 16a-13.

Remarks:

Mr. Belardi also serves as Chief Executive Officer of Apollo Insurance Solutions Group, LP ("ISG"), a subsidiary of Apollo Global Management, Inc. ("Apollo"). Certain of Apollo's affiliates hold common shares of the Issuer. In addition, certain of Apollo's affiliates manage investment funds (the "Apollo Funds") that hold common shares of the Issuer and may be deemed to beneficially own the common shares of the Issuer held by the Apollo Funds. This report does not include any securities of the Issuer held by Apollo, ISG, any other Apollo affiliate or any of the Apollo Funds or that may be deemed to be beneficially owned by Apollo, ISG, any other Apollo affiliate or any Apollo investment managers or investment advisors affiliated with the Apollo Funds, and Mr. Belardi disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Belardi is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. 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	01/06/2021
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Athene Holding (ATH-PA) Form 4Athene Holding / James Richard Belardi ownership change