Sec Form 3 Filing - Golden John Leonard @ Athene Holding Ltd - 2020-12-08

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 Golden John Leonard 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) EVP and General Counsel (Last) (First) (Middle) C/O ATHENE HOLDING LTD., CHESNEY HOUSE, FIRST FLOOR, 96 PITTS BAY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2020 (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 97,901 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 Employee Stock Option (Right to Buy) $ 33.95 ( 1 ) 06/06/2026 Class A Common Shares 17,153 D Employee Stock Option (Right to Buy) $ 51.25 ( 2 ) 03/21/2027 Class A Common Shares 10,605 D Employee Stock Option (Right to Buy) $ 48.05 ( 3 ) 02/27/2028 Class A Common Shares 10,605 D Employee Stock Option (Right to Buy) $ 42.44 ( 4 ) 04/03/2029 Class A Common Shares 23,196 D Employee Stock Option (Right to Buy) $ 49.71 ( 5 ) 02/21/2030 Class A Common Shares 20,989 D Warrants (Right to Buy) $ 26 ( 6 ) ( 6 ) Class A Common Shares 24,946 D Restricted Stock Units ( 7 ) ( 7 ) ( 7 ) Class A Common Shares 694 D Restricted Stock Units ( 8 ) ( 8 ) ( 8 ) Class A Common Shares 3,535 D Restricted Stock Units ( 9 ) ( 9 ) ( 9 ) Class A Common Shares 4,527 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Golden John Leonard C/O ATHENE HOLDING LTD., CHESNEY HOUSE FIRST FLOOR, 96 PITTS BAY ROAD PEMBROKE, D0HM08 EVP and General Counsel Signatures /s/ Ira Rosenblatt, attorney-in-fact 12/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option vested ratably on each of the first three anniversaries of the January 1, 2016 vesting start date. ( 2 )This option vested ratably on each of the first three anniversaries of the January 1, 2017 vesting start date. ( 3 )This option vests ratably on each of the first three anniversaries of the January 1, 2018 vesting start date. ( 4 )This option vests ratably on each of the first three anniversaries of the January 1, 2019 vesting start date. ( 5 )This option vests ratably on each of the first three anniversaries of the January 1, 2020 vesting start date. ( 6 )These warrants can be exercised at any time and have no expiration date. ( 7 )Each RSU represents a contingent right to receive one Class A common share of the Issuer. The RSUs reported herein shall vest on January 1, 2021. An additional 4,163 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2018 to December 31, 2020. Vested RSUs are settled in Class A common shares on a one-for-one basis. In certain circumstances involving termination of the reporting person after a change in control of the Issuer, the award shall become immediately and fully vested as of the effective date of such termination of relationship. ( 8 )Each RSU represents a contingent right to receive one Class A common share of the Issuer. The RSUs reported herein shall vest ratably on each of the following dates: January 1, 2021 and January 1, 2022. An additional 10,604 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2019 to December 31, 2021. Vested RSUs are settled in Class A common shares on a one-for-one basis. In certain circumstances involving termination of the reporting person after a change in control of the Issuer, the award shall become immediately and fully vested as of the effective date of such termination of relationship. ( 9 )Each 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, 2020 vesting start date. An additional 9,053 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2020 to December 31, 2022. Vested RSUs are settled in Class A common shares on a one-for-one basis. In certain circumstances involving termination of the reporting person after a change in control of the Issuer, the award shall become immediately and fully vested as of the effective date of such termination of relationship.

Remarks: Exhibit 24.1 - Power of Attorney.

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