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Athene Holding (ATH+B)

Filed: 11 Dec 17, 7:00pm
SEC Form 4
FORM 4UNITED 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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OMB Number:3235-0287
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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 YORKNY10019

(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2017
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
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Shares12/08/2017J(1)22,469,692(1)D$0.00(1)42,633,170.49(2)ISee 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 Security3. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 YORKNY10019

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Apollo Management Holdings, L.P.

(Last)(First)(Middle)
9 W. 57TH STREET

(Street)
NEW YORKNY10019

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Apollo Capital Management GP, LLC

(Last)(First)(Middle)
9 WEST 57TH STREET

(Street)
NEW YORKNY10019

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Apollo Capital Management, L.P.

(Last)(First)(Middle)
9 WEST 57TH STREET

(Street)
NEW YORKNY10019

(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 CAYMANE9KY1-9005

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Apollo International Management GP, LLC

(Last)(First)(Middle)
9 WEST 57TH STREET

(Street)
NEW YORKNY10019

(City)(State)(Zip)
1. Name and Address of Reporting Person*
Apollo International Management, L.P.

(Last)(First)(Middle)
9 WEST 57TH STREET

(Street)
NEW YORKNY10019

(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 TOWNE9KY1-9005

(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 TOWNE9KY1-9005

(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 TOWNE9KY1-9005

(City)(State)(Zip)
Explanation of Responses:
1. On December 8, 2017, AAA Guarantor-Athene, L.P. ("AAA Guarantor") distributed Class B common shares to its limited partner, AAA Investments, L.P. ("AAA Investments"), which in turn distributed 22,965,061 Class B common shares to AP Alternative Assets, L.P. ("AP Alternative Assets"). AP Alternative Assets in turn distributed these Class B common shares to its unitholders, including 495,369 Class B common shares to unitholders associated with the reporting persons. AAA Investments also distributed 12,531 Class B common shares to its general partner, AAA Associates, L.P. in respect of its general partnership interest in AAA Investments. Except for the Class B common shares that were distributed to unitholders associated with the reporting persons, all Class B common shares distributed by AP Alternative Assets automatically became Class A common shares upon such distribution.
2. See Exhibit 99.1.
[see signatures attached as Exhibit 99.2]12/12/2017
** Signature of Reporting PersonDate
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