Form: 4

Statement of changes in beneficial ownership of securities

September 13, 2017

Documents

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*
Apollo Management Holdings GP, LLC
(Last) (First) (Middle)
9 W. 57TH STREET
43RD FLOOR
(Street)
NEW YORK NY 10019
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/08/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Class A Common Shares 09/08/2017 J(1) V 265,082(1) D $0.00(1) 65,796,410.49(2) I See footnote(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Apollo Management Holdings GP, LLC
(Last) (First) (Middle)
9 W. 57TH STREET
43RD FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Management Holdings, L.P.
(Last) (First) (Middle)
9 W. 57TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Principal Holdings III, L.P.
(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN STREET
(Street)
GEORGE TOWN E9 KY1-9005
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Principal Holdings III GP Ltd
(Last) (First) (Middle)
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN STREET
(Street)
GEORGE TOWN E9 KY1-9005
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Capital Management, L.P.
(Last) (First) (Middle)
9 WEST 57TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Capital Management GP, LLC
(Last) (First) (Middle)
9 WEST 57TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Alternative Assets, L.P.
(Last) (First) (Middle)
87 MARY STREET, GEORGE TOWN
(Street)
GRAND CAYMAN E9 KY1-9005
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo International Management, L.P.
(Last) (First) (Middle)
9 WEST 57TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo International Management GP, LLC
(Last) (First) (Middle)
9 WEST 57TH STREET
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Apollo Life Asset Ltd.
(Last) (First) (Middle)
C/O WALKER CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET
(Street)
GEORGE TOWN E9 KY1-9005
(City) (State) (Zip)
Explanation of Responses:
1. On September 8, 2017, AHL 2014 Investor II, L.P. distributed 265,082 Class B common shares to its limited partner in accordance with the AHL 2014 Investor II, L.P. Amended and Restated Agreement of Limited Partnership. All of the Class B common shares distributed by AHL Investor II, L.P. automatically became Class A common shares upon such distribution.
2. See Exhibit 99.1.
[see signatures attached as Exhibit 99.2] 09/13/2017
** 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).

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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