Sec Form 4 Filing - Gillis Frank Lauren @ Athene Holding Ltd - 2017-01-03

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 Gillis Frank Lauren 2. Issuer Name and Ticker or Trading Symbol Athene Holding Ltd [ ATH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O ATHENE HOLDING LTD., CHESNEY HOUSE,, FIRST FLOOR, 96 PITTS BAY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2017 (Street) PEMBROKE, D0HM08 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 01/03/2017 M 1,473 ( 9 ) A 283,106 ( 1 ) D Class A Common Shares 01/03/2017 F 369 ( 10 ) D $ 47.99 282,737 D Class A Common Shares 20,000 I By IRA

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 Class M-1 Common Shares $ 10 ( 2 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Shares 642,735 642,735 D Class M-1 Common Shares $ 10 ( 2 ) ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Shares 400,000 400,000 I By Gillis Family Trust u/a/d 12/30/14 ( 8 ) Class M-4 Common Shares $ 26 ( 2 ) ( 2 )( 4 ) ( 2 )( 4 ) Class A Common Shares 10,000 10,000 D Class M-4 Prime Common Shares $ 33.95 ( 2 ) ( 2 )( 5 ) ( 2 )( 5 ) Class A Common Shares 200,000 200,000 D Restricted Stock Units ( 6 ) ( 9 ) 01/03/2017 M 1,473 ( 6 ) ( 6 ) Class A Common Shares 1,473 ( 9 ) 2,946 D Employee Stock Option (right to buy) $ 33.95 ( 7 ) 06/06/2026 Class A Common Shares 25,729 25,729 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gillis Frank Lauren C/O ATHENE HOLDING LTD., CHESNEY HOUSE, FIRST FLOOR, 96 PITTS BAY ROAD PEMBROKE, D0HM08 See Remarks Signatures /s/ Ira Rosenblatt, attorney-in-fact 01/05/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of these Class A common shares, 8,044 were originally issued pursuant to restricted share awards which vest one third on each of the first three anniversaries of the vesting start date and immediately upon a sale or change in control of the Issuer. 2,681 of such Class A common shares remain unvested as of the date of this report. ( 2 )These Class M-1, Class M-4 and Class M-4 Prime (collectively, "Class M") common shares are exchangeable into Class A common shares, on a one-to-one basis, once vested and upon payment of the conversion price (which can be paid in cash or shares). ( 3 )These Class M-1 common shares are fully vested. These vested Class M-1 common shares can be converted at the holder's election into Class A common shares at any time until July 15, 2019, at which point these vested Class M-1 common shares automatically convert into Class A common shares. ( 4 )One half of these Class M-4 common shares vest ratably on each of the first five anniversaries of the April 4, 2014 vesting start date; the other half of these Class M-4 common shares vest based on the trading price of the Class A common shares achieving applicable performance hurdles on certain dates after the initial public offering of the Class A common shares ("IPO"). Once vested, these Class M-4 common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time. Any remaining unvested Class M-4 common shares expire 5.25 years after the IPO. ( 5 )One-third of these Class M-4 Prime common shares vest based on time, with such shares vesting ratably on each of the first five anniversaries of the May 15, 2016 vesting start date; one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $50 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $50 or more); and one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $70 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $70 or more). Once vested, these Class M-4 Prime common shares have no expiration date and can be converted at the holder's election into Class A common shares at any time. Any remaining unvested Class M-4 Prime common shares expire May 15, 2026. ( 6 )Each restricted stock unit ("RSU") represents a contingent right to receive one Class A common share of the Issuer. The RSUs reported herein vest on each of the first three anniversaries of the January 1, 2016 vesting start date. An additional 8,837 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2016 to December 31, 2018. ( 7 )This option vests ratably on each of the first three anniversaries of the January 1, 2016 vesting start date. ( 8 )Anne Marie Heiser is trustee of the Gillis Family Trust u/a/d 12/30/14. ( 9 )This reported transaction represents vested RSUs that have been settled in Class A common shares. Vested RSUs are settled in Class A common shares on a one-for-one basis. ( 10 )This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the settlement of vested RSUs that settled in Class A common shares.

Remarks: EVP - ATH and Chief Executive Officer - ALReExhibit 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)

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