Frank Lauren Gillis Form 3 Athene Holding / Frank Lauren Gillis 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^*

Gillis Frank Lauren

(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)
12/09/2016

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	281,633⁽¹⁾	D
Class A Common Shares	20,000	I	By IRA

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class M-1 Common Shares	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Shares	642,735	10⁽²⁾	D
Class M-1 Common Shares	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Shares	400,000	10⁽²⁾	I	By Gillis Family Trust u/a/d 12/30/14⁽⁸⁾
Class M-4 Common Shares	⁽²⁾⁽⁴⁾	⁽²⁾⁽⁴⁾	Class A Common Shares	10,000	26⁽²⁾	D
Class M-4 Prime Common Shares	⁽²⁾⁽⁵⁾	⁽²⁾⁽⁵⁾	Class A Common Shares	200,000	33.95⁽²⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Class A Common Shares	4,419	⁽⁶⁾	D
Employee Stock Option (right to buy)	⁽⁷⁾	06/06/2026	Class A Common Shares	25,729	33.95	D

Explanation of Responses:

1. Of these Class A common shares, 8,044 were originally issued pursuant to restricted share awards which vest one third on each of the first three anniversaries of the vesting start date and immediately upon a sale or change in control of the Issuer. 5,362 of such Class A common shares remain unvested as of the date of this report.

2. These Class M-1, Class M-4 and Class M-4 Prime (collectively, "Class M") common shares are exchangeable into Class A common shares, on a one-to-one basis, once vested and upon payment of the conversion price (which can be paid in cash or shares).

3. These Class M-1 common shares are fully vested. These vested Class M-1 common shares can be converted at the holder's election into Class A common shares at any time until July 15, 2019, at which point these vested Class M-1 common shares automatically convert into Class A common shares.

4. One half of these Class M-4 common shares vest ratably on each of the first five anniversaries of the April 4, 2014 vesting start date; the other half of these Class M-4 common shares vest based on the trading price of the Class A common shares achieving applicable performance hurdles on certain dates after the initial public offering of the Class A common shares ("IPO"). Once vested, these Class M-4 common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time. Any remaining unvested Class M-4 common shares expire 5.25 years after the IPO.

5. One-third of these Class M-4 Prime common shares vest based on time, with such shares vesting ratably on each of the first five anniversaries of the May 15, 2016 vesting start date; one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $50 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $50 or more); and one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $70 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $70 or more). Once vested, these Class M-4 Prime common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time. Any remaining unvested Class M-4 Prime common shares expire May 15, 2026.

6. Each restricted stock unit ("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, 2016 vesting start date. An additional 8,837 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2016 to December 31, 2018.

7. This option vests ratably on each of the first three anniversaries of the January 1, 2016 vesting start date.

8. Anne Marie Heiser is trustee of the Gillis Family Trust u/a/d 12/30/14.

Remarks:

EVP - ATH and Chief Executive Officer - ALRe Exhibit 24.1 - Power of Attorney

	/s/ Ira Rosenblatt, attorney-in-fact	12/09/2016
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Frank Lauren Gillis Form 3Athene Holding / Frank Lauren Gillis ownership change