Sec Form 3 Filing - Siddiqui Imran @ Athene Holding Ltd - 2016-12-09

FORM 3 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 Siddiqui Imran 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O APOLLO MANAGEMENT, L.P., 9 W. 57TH STREET, 43RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2016 (Street) NEW YORK, NY10019 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 1,961,539 ( 2 ) ( 3 ) I Siddiqui Family 2014 GST Trust Class A Common Shares ( 1 ) 1,001 D

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 Siddiqui Imran C/O APOLLO MANAGEMENT, L.P. 9 W. 57TH STREET, 43RD FLOOR NEW YORK, NY10019 X Signatures /s/ Ira Rosenblatt, attorney in fact 12/09/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class A common shares, par value $0.001, of Athene Holding Ltd. (the "Issuer") reported as beneficially owned includes Class A common shares that are obtainable upon conversion at the election of the Reporting Person on a one-for-one basis of the Class B common shares of the Issuer held of record by the Reporting Person. ( 2 )Imran Siddiqui is a Senior Partner at Apollo Global Management, LLC ("Apollo"). Certain of Apollo's affiliates manage investment funds (the "Apollo Funds") that hold Class B common shares, par value $0.001, 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 any of the Apollo Funds or that may be deemed to be beneficially owned by any Apollo investment managers or investment advisers affiliated with the Apollo Funds, and Mr. Siddiqui disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Siddiqui 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. ( 3 )Mr. Siddiqui expressly disclaims beneficial ownership of the Issuer's Class A common shares held of record by the Siddiqui Family 2016 GST Trust, except to the extent of his pecuniary interest therein.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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