Sec Form 4 Filing - Belardi James Richard @ Athene Holding Ltd - 2021-01-04

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 Belardi James Richard 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 X __ Officer (give title below) _____ Other (specify below) Chairman, CEO and CIO (Last) (First) (Middle) C/O ATHENE HOLDING LTD., WASHINGTON HOUSE, 16 CHURCH STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2021 (Street) HAMILTON, D0HM 11 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 01/04/2021 M 4,336 ( 4 ) A 921,679 I By James And Leslie Belardi Family Trust Class A Common Shares 01/04/2021 M 4,909 ( 4 ) A 926,588 I By James And Leslie Belardi Family Trust Class A Common Shares 01/04/2021 M 4,191 ( 4 ) A 930,779 I By James And Leslie Belardi Family Trust Class A Common Shares 01/04/2021 F 6,207 ( 5 ) D $ 43.14 924,572 I By James And Leslie Belardi Family Trust Class A Common Shares 01/04/2021 F 7,167 ( 6 ) D $ 43.14 917,405 I By James And Leslie Belardi Family Trust Class A Common Shares 200,000 I by Belardi 2020 GRAT ( 8 ) Class A Common Shares 16,657 I By Belardi Family Irrevocable Trust Class A Common Shares 159,696 I JB Athene Investments, LLC ( 9 )

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 Restricted Stock Units ( 1 ) ( 4 ) 01/04/2021 M 4,336 ( 1 ) ( 1 ) Class A Common Shares 4,336 ( 4 ) 0 I By James and Leslie Belardi Family Trust Restricted Stock Units ( 2 ) ( 4 ) 01/04/2021 M 4,909 ( 2 ) ( 2 ) Class A Common Shares 4,909 ( 4 ) 4,909 I By James And Leslie Belardi Family Trust Restricted Stock Units ( 3 ) ( 4 ) 01/04/2021 M 4,191 ( 3 ) ( 3 ) Class A Common Shares 4,191 ( 4 ) 8,382 I by James and Leslie Belardi Family Trust Warrants (Right to Buy) $ 10 ( 7 ) ( 7 ) Class A Common Shares 943,412 943,412 I by Belardi 2019 GRAT Warrants (Right to Buy) $ 10.78 ( 7 ) ( 7 ) Class A Common Shares 617,661 617,661 I by Belardi 2019 GRAT Warrants (Right to Buy) $ 13.46 ( 7 ) ( 7 ) Class A Common Shares 475,000 475,000 I by Belardi 2019 GRAT Warrants (Right to Buy) $ 10 ( 7 ) ( 7 ) Class A Common Shares 334,325 334,325 I by Belardi Family Irrevocable Trust Warrants (Right to Buy) $ 10 ( 7 ) ( 7 ) Class A Common Shares 951,110 951,110 I by JB Athene Investments, LLC ( 10 ) Warrants (Right to Buy) $ 10.78 ( 7 ) ( 7 ) Class A Common Shares 181,299 181,299 I by JB Athene Investments, LLC ( 11 ) Warrants (Right to Buy) $ 13.46 ( 7 ) ( 7 ) Class A Common Shares 475,000 475,000 I by JB Athene Investments, LLC ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Belardi James Richard C/O ATHENE HOLDING LTD. WASHINGTON HOUSE, 16 CHURCH STREET HAMILTON, D0HM 11 X Chairman, CEO and CIO Signatures /s/ Ira Rosenblatt, attorney-in-fact 01/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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, 2018 vesting start date. 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. ( 2 )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, 2019 vesting start date. 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. ( 3 )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 25,146 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. ( 4 )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. ( 5 )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. ( 6 )This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted share awards. ( 7 )These warrants can be exercised at any time and have no expiration date. ( 8 )These Class A common shares were previously held by the James and Leslie Belardi Family Trust and were transferred to the Belardi 2020 GRAT in one or more transactions that were exempt from Section 16 by Rule 16a-13. ( 9 )These Class A common shares were previously held by the Belardi 2018 GRAT and the Belardi 2019 GRAT, and were transferred to JB Athene Investments, LLC in one or more transactions that were exempt from Section 16 by Rule 16a-13. ( 10 )These warrants were previously held by the Belardi 2019 GRAT and were transferred to JB Athene Investments, LLC in one or more transactions that were exempt from Section 16 by Rule 16a-13. ( 11 )These warrants were previously held by the Belardi 2018 GRAT and were transferred to JB Athene Investments, LLC in one or more transactions that were exempt from Section 16 by Rule 16a-13.

Remarks: Mr. Belardi also serves as Chief Executive Officer of Apollo Insurance Solutions Group, LP ("ISG"), a subsidiary of Apollo Global Management, Inc. ("Apollo"). Certain of Apollo's affiliates hold common shares of the Issuer. In addition, certain of Apollo's affiliates manage investment funds (the "Apollo Funds") that hold common shares 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 Apollo, ISG, any other Apollo affiliate or any of the Apollo Funds or that may be deemed to be beneficially owned by Apollo, ISG, any other Apollo affiliate or any Apollo investment managers or investment advisors affiliated with the Apollo Funds, and Mr. Belardi disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Belardi 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. 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).

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