Sec Form 4 Filing - Gillis Frank Lauren @ Athene Holding Ltd - 2019-08-14

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) 08/14/2019 (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 08/14/2019 M 7,600 A $ 0 7,600 I by Gillis Family Trust U/a/d 12/30/14 ( 1 ) Class A Common Shares 08/14/2019 M 1,900 A $ 0 1,900 I by The Anne E Fowler Foundation, Inc. ( 2 ) Class A Common Shares 08/14/2019 S( 3 ) 10,000 D $ 38.01 ( 4 ) 167,817 D Class A Common Shares 08/14/2019 S( 3 ) 1,900 D $ 38.01 ( 4 ) 0 I by The Anne E Fowler Foundation, Inc. ( 2 ) Class A Common Shares 08/14/2019 S( 3 ) 7,600 D $ 37.99 ( 5 ) 0 I by Gillis Family Trust U/a/d 12/30/14 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 ( 6 ) 08/14/2019 M 7,600 ( 7 ) ( 7 ) Class A Common Shares 7,600 $ 0 322,800 I By Gillis Family Trust U/a/d 12/30/14 ( 1 ) Class M-1 Common Shares $ 10 ( 6 ) 08/14/2019 M 1,900 ( 7 ) ( 7 ) Class A Common Shares 1,900 $ 0 5,700 I by The Anne E Fowler Foundation, Inc. ( 2 )

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 08/15/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Anne Marie Heiser is trustee of the Gillis Family Trust u/a/d 12/30/14. ( 2 )The Reporting Person disclaims beneficial ownership of the shares held by The Anne E. Fowler Foundation, Inc., and this report should not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 or for any other purpose. ( 3 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person, the Gillis Family Trust and The Anne E. Fowler Foundation, Inc. on December 13, 2018. ( 4 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.57 to $38.38 inclusive. The Reporting Person undertakes to provide to Athene Holding Ltd., any security holder of Athene Holding Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 5 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.62 to $38.34 inclusive. The Reporting Person undertakes to provide to Athene Holding Ltd., any security holder of Athene Holding Ltd., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 6 )These Class M-1 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). ( 7 )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.

Remarks: EVP - ATH; 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)

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).

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