CUSIP No.  G0684D107		Page 2 of 10 Pages

 

 

 

CUSIP No.  G0684D107		Page 3 of 10 Pages

 

 

 

CUSIP No.  G0684D107		Page 4 of 10 Pages

 

 

Item 1(a).

Name of Issuer:

 

Athene Holding Ltd. (the “Issuer”)

 

96 Pitts Bay Road, Pembroke, HM08, Bermuda

 

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)	James R. Belardi (“Mr. Belardi”);

ii)	Leslie K. Belardi (“Ms. Belardi”); and

iii)	James and Leslie Belardi Family Trust (the “Family Trust”).

This Statement relates to Shares (as defined herein) held by Mr. Belardi, the Family Trust and the Belardi Family Irrevocable Trust  (the “Irrevocable Trust”).  Each of Mr. Belardi and Ms. Belardi serve as trustee to the Family Trust.  Neither of Mr. Belardi or Ms. Belardi serve as trustee to the Irrevocable Trust, and both Mr. Belardi and Ms. Belardi expressly disclaim beneficial ownership of the Shares held by the Irrevocable Trust.  The filing of this Schedule 13G shall not be construed as an admission that either Mr. Belardi or Ms. Belardi is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any Shares held by the Irrevocable Trust.

 

i)	Mr. Belardi is a citizen of the United States of America;

ii)	Ms. Belardi is a citizen of the United States of America; and

iii)	The Family Trust is a trust formed under the laws of the state of California.

 

G0684D107

 

This Item 3 is not applicable.

 

 

As of December 31, 2016, Mr. Belardi may be deemed the beneficial owner of 5,038,922 Shares.  This amount consists of:  (A) 899,760 Shares held by the Family Trust, including 15,486 unvested restricted Shares that vest within 60 days of December 31, 2016 (excludes 15,486 unvested restricted Shares that do not vest within 60 days of December 31, 2016); (B) 1,750 Shares held by the Irrevocable Trust, for which Mr. Belardi disclaims beneficial ownership pursuant to Rule 13d-4 under the Act; (C) 3,735,244 Class M Shares held by the Family Trust, which are convertible into Shares on a one-for-one basis at any time (excludes 100,000 unvested Class M Shares that do not vest within 60 days of December 31, 2016); (D) 351,922 Class M Shares held by the Irrevocable Trust, which are convertible into Shares on a one-for-one basis at any time and for which Mr. Belardi disclaims beneficial ownership pursuant to Rule 13d-4 under the Act; (E) 7,364 restricted stock units, each one of which represents a contingent right to receive one Share, which will vest within 60 days of December 31, 2016 (excludes 58,911 unvested restricted stock units that do not vest within 60 days of December 31, 2016); and (F) options to acquire 42,882 Shares, which will vest within 60 days of December 31, 2016 (excludes options to acquire 85,763 Shares that do not vest within 60 days of December 31, 2016).

As of December 31, 2016, Ms. Belardi may be deemed the beneficial owner of 4,988,676 Shares.  This amount consists of:  (A) 899,760 Shares held by the Family Trust, including 15,486 unvested restricted Shares that vest within 60 days of December 31, 2016 (excludes 15,486 unvested restricted Shares that do not vest within 60 days of December 31, 2016); (B) 1,750 Shares held by the Irrevocable Trust, for which Ms. Belardi disclaims beneficial ownership pursuant to Rule 13d-4 under the Act; (C) 3,735,244 Class M Shares held by the Family Trust, which are convertible into Shares on a one-for-one basis at any time (excludes 100,000 unvested Class M Shares that do not vest within 60 days of December 31, 2016); and (D) 351,922 Class M Shares held by the Irrevocable Trust, which are convertible into Shares on a one-for-one basis at any time and for which Ms. Belardi disclaims beneficial ownership pursuant to Rule 13d-4 under the Act.

As of December 31, 2016, the Family Trust may be deemed the beneficial owner of 4,635,004 Shares.  This amount consists of (A) 899,760 Shares held by the Family Trust, including 15,486 unvested restricted Shares that vest within 60 days of December 31, 2016 (excludes 15,486 unvested restricted Shares that do not vest within 60 days of December 31, 2016) and (B) 3,735,244 Class M Shares held by the Family Trust, which are convertible into Shares on a one-for-one basis at any time (excludes 100,000 unvested Class M Shares that do not vest within 60 days of December 31, 2016).

 

 

As of December 31, 2016, Mr. Belardi may be deemed the beneficial owner of approximately 6.19% of Shares outstanding, Ms. Belardi may be deemed the beneficial owner of approximately 6.13% of Shares outstanding, and the Family Trust may be deemed the beneficial owner of approximately 5.72% of Shares outstanding.  For purposes of calculating each Reporting Person’s beneficial ownership, the number of Shares that each such Reporting Person has the right to acquire upon conversion of vested Class M Shares, conversion of vested restricted stock units, and exercise of vested options, as applicable, has been added to the Shares outstanding, pursuant to Rule 13d-3(d) under the Act.

Based on information from the Issuer, as of December 31, 2016, there were approximately 77,319,381 Shares outstanding and approximately 111,805,829 Class B common shares outstanding, with each Class B common share convertible at any time at the option of the holder, with notice to the Issuer, into Shares on a one to one basis.  According to the prospectus on Form 424B1 filed by the Issuer on December 12, 2016 (the “Prospectus”), the Issuer expected there to be approximately 74,816,116 Shares outstanding and approximately 114,274,210 Class B common shares outstanding upon closing of the Issuer’s initial public offering (“IPO”), which closed on December 14, 2016.  The difference between the Shares expected to be outstanding after the IPO closed, as disclosed in the Prospectus, and the Shares outstanding on December 31, 2016, is substantially due to certain Class B common shares being converted into Shares in connection with the exercise by the underwriters of their overallotment option in the IPO.

 

 

This Item 5 is not applicable.

 

The beneficiaries of the Family Trust have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

This Item 7 is not applicable.

 

This Item 9 is not applicable.

 

This Item 10 is not applicable.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	James R. Belardi
	/s/ James R. Belardi
	Leslie K. Belardi
	/s/ Leslie K. Belardi
	James and Leslie Belardi Family Trust
	By:  James R. Belardi, Trustee
	/s/ James R. Belardi

 

February 10, 2017

 

EXHIBIT INDEX

 

 

 

 

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Shares of Athene Holding Ltd. dated as of February 10, 2017 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

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