Sec Form 4 Filing - Apollo Management Holdings GP, LLC @ Athene Holding Ltd - 2017-06-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Apollo Management Holdings GP, LLC
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)
(Last) (First) (Middle)
9 W. 57TH STREET, 43RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/12/2017
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/12/2017 J( 1 ) 10,534,962 ( 1 ) D $ 0 ( 1 ) 73,943,636.42 ( 2 ) I See footnote ( 2 )
Class A Common Shares 06/12/2017 S 7,602,829.93 D $ 49 66,340,806.49 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Apollo Management Holdings GP, LLC
9 W. 57TH STREET
43RD FLOOR
NEW YORK, NY10019
X
Apollo Principal Holdings III, L.P.
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN STREET
GEORGE TOWN, E9KY1-9005
X
Apollo Principal Holdings III GP Ltd
C/O INTERTRUST CORPORATE SERVICES
(CAYMAN) LIMITED, 190 ELGIN STREET
GEORGE TOWN, E9KY1-9005
X
Apollo Capital Management, L.P.
9 WEST 57TH STREET
NEW YORK, NY10019
X
Apollo Capital Management GP, LLC
9 WEST 57TH STREET
NEW YORK, NY10019
X
Apollo Management Holdings, L.P.
9 W. 57TH STREET
NEW YORK, NY10019
X
Apollo Alternative Assets, L.P.
87 MARY STREET, GEORGE TOWN
GRAND CAYMAN, E9KY1-9005
X
Apollo International Management, L.P.
9 WEST 57TH STREET
NEW YORK, NY10019
X
Apollo International Management GP, LLC
9 WEST 57TH STREET
NEW YORK, NY10019
X
Apollo Life Asset Ltd.
C/O WALKER CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET
GEORGE TOWN, E9KY1-9005
X
Signatures
[see signatures attached as Exhibit 99.2] 06/14/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with a secondary offering of the shares of the Issuer, AAA Guarantor-Athene LP ("AAA Guarantor") distributed 10,767,217 Class B common shares to its limited partner, AP Alternative Assets, L.P. ("AP Alternative Assets"). AP Alternative Assets in turn distributed these 10,767,217 Class B common shares to its unitholders, including 19,396 Class B common shares to Apollo Principal Holdings III, L.P. and 212,859 Class B common shares to AAA Holdings, L.P. Except for the Class B common shares that were distributed to Apollo Principal Holdings III, L.P., AAA Holdings, L.P. and certain other 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.

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