Form: 4

Statement of changes in beneficial ownership of securities

February 17, 2021

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 D0 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)
02/15/2021
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)
Code V Amount (A) or (D) Price
Class A Common Shares 02/15/2021 D 22,190(1) D $0 895,215 I By James And Leslie Belardi Family Trust
Class A Common Shares 200,000 I by Belardi 2020 GRAT
Class A Common Shares 16,657 I By Belardi Family Irrevocable Trust
Class A Common Shares 159,696 I JB Athene Investments, LLC
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
Explanation of Responses:
1. Represents the forfeiture of performance-based restricted shares granted to the Reporting Person on February 27, 2018, that were eligible to vest based on the satisfaction of certain performance criteria over the three fiscal year period from January 1, 2018 to December 31, 2020. Upon grant, the maximum vesting amount was reported on a Form 4. On February 15, 2021, the Compensation Committee of the Issuer's Board of Directors certified the results of the performance criteria over the performance period, resulting in the forfeiture of a portion of the original award. The remaining shares subject to the award are scheduled to vest on February 28, 2021.
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 02/17/2021
** 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.