ATH-PA

SEC source: 0001127602-17-014219 · form4.xml · nonDerivative · entry 1

Leach Brian · CIK 0001428954 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,062

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 2,005 Class A common shares which vest on the first anniversary of the vesting start date and immediately upon a sale or change in control of the Issuer.

SEC source: 0001127602-17-014217 · form4.xml · nonDerivative · entry 1

BEILINSON MARC A · CIK 0001279821 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 70,985

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 2,005 Class A common shares which vest on the first anniversary of the vesting start date and immediately upon a sale or change in control of the Issuer.

SEC source: 0001127602-17-014211 · form4.xml · nonDerivative · entry 1

WRUBEL ARTHUR · CIK 0001279098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,092

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 2,005 Class A common shares which vest on the first anniversary of the vesting start date and immediately upon a sale or change in control of the Issuer.

SEC source: 0001127602-17-014213 · form4.xml · nonDerivative · entry 1

MCCALL H CARL · CIK 0001223627 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,092

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 2,005 Class A common shares which vest on the first anniversary of the vesting start date and immediately upon a sale or change in control of the Issuer.

SEC source: 0001127602-17-014221 · form4.xml · nonDerivative · entry 1

Ruisi Lawrence · CIK 0001312995 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 63,616

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 2,005 Class A common shares which vest on the first anniversary of the vesting start date and immediately upon a sale or change in control of the Issuer.

SEC source: 0001127602-17-014215 · form4.xml · nonDerivative · entry 1

Taitz Hope S · CIK 0001525808 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,405

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 2,265 Class A common shares which vest on the first anniversary of the vesting start date and immediately upon a sale or change in control of the Issuer.

SEC source: 0001127602-17-014223 · form4.xml · nonDerivative · entry 1

Borden Robert L · CIK 0001592214 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,658

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 2,005 Class A common shares which vest on the first anniversary of the vesting start date and immediately upon a sale or change in control of the Issuer.

SEC source: 0001104659-17-021790 · a4.xml · nonDerivative · entry 2

Apollo Management Holdings GP, LLC · CIK 0001449433 · 10% owner

Apollo Principal Holdings III, L.P. · CIK 0001566433 · 10% owner

Apollo Principal Holdings III GP Ltd · CIK 0001566491 · 10% owner

Apollo Capital Management, L.P. · CIK 0001456421 · 10% owner

Apollo Capital Management GP, LLC · CIK 0001456419 · 10% owner

Apollo Management Holdings, L.P. · CIK 0001449434 · 10% owner

Apollo Alternative Assets, L.P. · CIK 0001473543 · 10% owner

Apollo International Management, L.P. · CIK 0001512636 · 10% owner

Apollo International Management GP, LLC · CIK 0001512580 · 10% owner

Apollo Life Asset Ltd. · CIK 0001527502 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 84,478,596.72

F2 · balance_after: See Exhibit 99.1.

F2 · ownership.nature: See Exhibit 99.1.

SEC source: 0001104659-17-021790 · a4.xml · nonDerivative · entry 1

Apollo Management Holdings GP, LLC · CIK 0001449433 · 10% owner

Apollo Principal Holdings III, L.P. · CIK 0001566433 · 10% owner

Apollo Principal Holdings III GP Ltd · CIK 0001566491 · 10% owner

Apollo Capital Management, L.P. · CIK 0001456421 · 10% owner

Apollo Capital Management GP, LLC · CIK 0001456419 · 10% owner

Apollo Management Holdings, L.P. · CIK 0001449434 · 10% owner

Apollo Alternative Assets, L.P. · CIK 0001473543 · 10% owner

Apollo International Management, L.P. · CIK 0001512636 · 10% owner

Apollo International Management GP, LLC · CIK 0001512580 · 10% owner

Apollo Life Asset Ltd. · CIK 0001527502 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 97,011,220.72

F1 · kind: In connection with a secondary offering of the shares of the Issuer, AAA Guarantor-Athene LP ("AAA Guarantor") distributed 12,391,703 Class B common shares to its limited partner, AP Alternative Assets, L.P. ("AP Alternative Assets"). AP Alternative Assets in turn distributed these 12,391,703 Class B common shares to its unitholders, including 22,322 Class B common shares to Apollo Principal Holdings III, L.P. and 244,974 Class B common shares to AAA Holdings, L.P. Except for the Class B common shares that were distributed to Apollo Principal Holdings III, L.P., AAA Holdings, L.P. and certain other unitholders associated with the reporting persons, all Class B common shares distributed by AP Alternative Assets automatically became Class A common shares upon such distribution.

F1 · shares: In connection with a secondary offering of the shares of the Issuer, AAA Guarantor-Athene LP ("AAA Guarantor") distributed 12,391,703 Class B common shares to its limited partner, AP Alternative Assets, L.P. ("AP Alternative Assets"). AP Alternative Assets in turn distributed these 12,391,703 Class B common shares to its unitholders, including 22,322 Class B common shares to Apollo Principal Holdings III, L.P. and 244,974 Class B common shares to AAA Holdings, L.P. Except for the Class B common shares that were distributed to Apollo Principal Holdings III, L.P., AAA Holdings, L.P. and certain other unitholders associated with the reporting persons, all Class B common shares distributed by AP Alternative Assets automatically became Class A common shares upon such distribution.

F1 · price: In connection with a secondary offering of the shares of the Issuer, AAA Guarantor-Athene LP ("AAA Guarantor") distributed 12,391,703 Class B common shares to its limited partner, AP Alternative Assets, L.P. ("AP Alternative Assets"). AP Alternative Assets in turn distributed these 12,391,703 Class B common shares to its unitholders, including 22,322 Class B common shares to Apollo Principal Holdings III, L.P. and 244,974 Class B common shares to AAA Holdings, L.P. Except for the Class B common shares that were distributed to Apollo Principal Holdings III, L.P., AAA Holdings, L.P. and certain other unitholders associated with the reporting persons, all Class B common shares distributed by AP Alternative Assets automatically became Class A common shares upon such distribution.

F2 · balance_after: See Exhibit 99.1.

F2 · ownership.nature: See Exhibit 99.1.

SEC source: 0001127602-17-012862 · form4.xml · derivative · entry 2

Eckert William James IV · CIK 0001693205 · SVP, Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 732

Underlying: Class A Common Shares · 732 shares

Expires not disclosed

F2 · derivative.exercise_price: 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, 2017 vesting start date. An additional 1,464 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.exercise_date: 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, 2017 vesting start date. An additional 1,464 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.expiration_date: 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, 2017 vesting start date. An additional 1,464 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

SEC source: 0001127602-17-012862 · form4.xml · derivative · entry 1

Eckert William James IV · CIK 0001693205 · SVP, Controller

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,977

Underlying: Class A Common Shares · 3,977 shares

Expires 2027-03-21

F1 · derivative.exercise_date: This option vests ratably on each of the first three anniversaries of the January 1, 2017 vesting start date.

SEC source: 0001127602-17-012852 · form4.xml · derivative · entry 2

Belardi James Richard · CIK 0001689315 · Director · Chairman, CEO and CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,196

Underlying: Class A Common Shares · 12,196 shares

Expires not disclosed

F2 · derivative.exercise_price: 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, 2017 vesting start date. An additional 24,391 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.exercise_date: 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, 2017 vesting start date. An additional 24,391 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.expiration_date: 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, 2017 vesting start date. An additional 24,391 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

SEC source: 0001127602-17-012852 · form4.xml · derivative · entry 1

Belardi James Richard · CIK 0001689315 · Director · Chairman, CEO and CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,278

Underlying: Class A Common Shares · 66,278 shares

Expires 2027-03-21

F1 · derivative.exercise_date: This option vests ratably on each of the first three anniversaries of the January 1, 2017 vesting start date.

SEC source: 0001127602-17-012858 · form4.xml · derivative · entry 2

Kvalheim Grant · CIK 0001689321 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,147

Underlying: Class A Common Shares · 4,147 shares

Expires not disclosed

F2 · derivative.exercise_price: 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, 2017 vesting start date. An additional 8,293 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.exercise_date: 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, 2017 vesting start date. An additional 8,293 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.expiration_date: 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, 2017 vesting start date. An additional 8,293 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

SEC source: 0001127602-17-012858 · form4.xml · derivative · entry 1

Kvalheim Grant · CIK 0001689321 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,535

Underlying: Class A Common Shares · 22,535 shares

Expires 2027-03-21

F1 · derivative.exercise_date: This option vests ratably on each of the first three anniversaries of the January 1, 2017 vesting start date.

SEC source: 0001127602-17-012854 · form4.xml · derivative · entry 2

Gillis Frank Lauren · CIK 0001689345 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,927

Underlying: Class A Common Shares · 2,927 shares

Expires not disclosed

F2 · derivative.exercise_price: 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, 2017 vesting start date. An additional 5,854 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.exercise_date: 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, 2017 vesting start date. An additional 5,854 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.expiration_date: 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, 2017 vesting start date. An additional 5,854 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

SEC source: 0001127602-17-012854 · form4.xml · derivative · entry 1

Gillis Frank Lauren · CIK 0001689345 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,907

Underlying: Class A Common Shares · 15,907 shares

Expires 2027-03-21

F1 · derivative.exercise_date: This option vests ratably on each of the first three anniversaries of the January 1, 2017 vesting start date.

SEC source: 0001127602-17-012850 · form4.xml · derivative · entry 2

WHEELER WILLIAM J · CIK 0001273281 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,318

Underlying: Class A Common Shares · 7,318 shares

Expires not disclosed

F2 · derivative.exercise_price: 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, 2017 vesting start date. An additional 14,635 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.exercise_date: 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, 2017 vesting start date. An additional 14,635 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.expiration_date: 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, 2017 vesting start date. An additional 14,635 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

SEC source: 0001127602-17-012850 · form4.xml · derivative · entry 1

WHEELER WILLIAM J · CIK 0001273281 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 39,767

Underlying: Class A Common Shares · 39,767 shares

Expires 2027-03-21

F1 · derivative.exercise_date: This option vests ratably on each of the first three anniversaries of the January 1, 2017 vesting start date.

SEC source: 0001127602-17-012856 · form4.xml · derivative · entry 2

Klein Martin P · CIK 0001518052 · Executive VP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,879

Underlying: Class A Common Shares · 4,879 shares

Expires not disclosed

F2 · derivative.exercise_price: 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, 2017 vesting start date. An additional 9,757 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.exercise_date: 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, 2017 vesting start date. An additional 9,757 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.expiration_date: 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, 2017 vesting start date. An additional 9,757 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

SEC source: 0001127602-17-012856 · form4.xml · derivative · entry 1

Klein Martin P · CIK 0001518052 · Executive VP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 26,512

Underlying: Class A Common Shares · 26,512 shares

Expires 2027-03-21

F1 · derivative.exercise_date: This option vests ratably on each of the first three anniversaries of the January 1, 2017 vesting start date.

SEC source: 0001127602-17-012848 · form4.xml · derivative · entry 2

Rhodes John M · CIK 0001657130 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,927

Underlying: Class A Common Shares · 2,927 shares

Expires not disclosed

F2 · derivative.exercise_price: 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, 2017 vesting start date. An additional 5,854 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.exercise_date: 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, 2017 vesting start date. An additional 5,854 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

F2 · derivative.expiration_date: 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, 2017 vesting start date. An additional 5,854 RSUs not reported herein vest only if the Issuer satisfies certain performance criteria over the three fiscal year period from January 1, 2017 to December 31, 2019. Vested RSUs are settled in Class A common shares on a one-for-one basis.

SEC source: 0001127602-17-012848 · form4.xml · derivative · entry 1

Rhodes John M · CIK 0001657130 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 15,907

Underlying: Class A Common Shares · 15,907 shares

Expires 2027-03-21

F1 · derivative.exercise_date: This option vests ratably on each of the first three anniversaries of the January 1, 2017 vesting start date.

SEC source: 0001127602-17-015881 · form4a.xml · nonDerivative · entry 1

Belardi James Richard · CIK 0001689315 · Director · Chairman, CEO and CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,971

F1 · shares: This amendment to Form 4 is being filed to report a restricted share award of 13,971 Class A common shares which vest ratably on the first and second anniversaries of the vesting start date provided, however, in the event of death or disability, the award shall become immediately and fully vested; and provided, further, that in the event of a termination of relationship due to (i) an involuntary termination by the Issuer without cause or (ii) resignation by the reporting person for good reason and, in each case, such termination of relationship occurs within eighteen (18) months following a change in control, the award shall become immediately and fully vested as of the effective date of such termination of relationship. This award was inadvertently omitted from the reporting person's Form 4 filed March 23, 2017.

SEC source: 0001127602-17-006718 · form4.xml · derivative · entry 1

Kvalheim Grant · CIK 0001689321 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 425,935.51

Underlying: Class A Common Shares · 14,064.49 shares

Expires not disclosed

F1 · derivative.exercise_price: These Class M-4 Prime 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).

F2 · shares: This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of Class M-4 Prime common shares. The price of derivative security represents the per share value of Class M-4 Prime common shares used to calculate the number of shares withheld.

F1 · derivative.exercise_date: These Class M-4 Prime 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).

F3 · derivative.exercise_date: 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 February 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 February 15, 2026.

F1 · derivative.expiration_date: These Class M-4 Prime 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).

F3 · derivative.expiration_date: 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 February 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 February 15, 2026.

SEC source: 0000899243-17-000490 · doc4.xml · nonDerivative · entry 1

Puffer Manfred · CIK 0001691088 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,070

F1 · balance_after: Manfred Puffer serves as a Senior Advisor to 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 Athene Holding Ltd. (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. Puffer disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Puffer 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.

F2 · balance_after: This Form 4 is being filed to report a restricted share award of 432 Class A common shares in accordance with the quarterly awards of restricted shares made to the Reporting Person under the retention letter entered into between the Issuer and the Reporting Person. Of the Class A common shares reported as being owned directly by the Reporting Person, 23,923 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. 20,020 of such Class A common shares remain unvested as of the date of this report.

SEC source: 0000899243-17-000520 · doc4.xml · derivative · entry 7

Belardi James Richard · CIK 0001689315 · Director · Chairman, CEO and CIO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,728

Underlying: Class A Common Shares · 7,364 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: 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 44,183 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.

F7 · derivative.exercise_price: 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.

F7 · price: 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.

F5 · derivative.exercise_date: 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 44,183 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.

F5 · derivative.expiration_date: 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 44,183 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.

SEC source: 0000899243-17-000520 · doc4.xml · nonDerivative · entry 2

Belardi James Richard · CIK 0001689315 · Director · Chairman, CEO and CIO

10b5-1 filing: Not disclosed

Ownership: Indirect · By James and Leslie Belardi Family Trust

Disclosed balance after: 921,405

F8 · shares: This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the settlement of vested of RSUs that settled in Class A common shares.

SEC source: 0000899243-17-000520 · doc4.xml · nonDerivative · entry 1

Belardi James Richard · CIK 0001689315 · Director · Chairman, CEO and CIO

10b5-1 filing: Not disclosed

Ownership: Indirect · By James and Leslie Belardi Family Trust

Disclosed balance after: 924,360

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · shares: 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.

F7 · price: 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.

F1 · balance_after: Of these Class A common shares, 117,221 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. 15,487 of such Class A common shares remain unvested as of the date of this report.

SEC source: 0000899243-17-000518 · doc4.xml · derivative · entry 10

Kvalheim Grant · CIK 0001689321 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,174

Underlying: Class A Common Shares · 2,086 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: 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 12,519 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.

F7 · derivative.exercise_price: 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.

F7 · price: 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.

F5 · derivative.exercise_date: 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 12,519 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.

F5 · derivative.expiration_date: 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 12,519 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.

SEC source: 0000899243-17-000518 · doc4.xml · nonDerivative · entry 7

Kvalheim Grant · CIK 0001689321 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,455,433

F9 · shares: This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted share awards.

SEC source: 0000899243-17-000518 · doc4.xml · nonDerivative · entry 6

Kvalheim Grant · CIK 0001689321 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,463,978

F8 · shares: 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.

SEC source: 0000899243-17-000518 · doc4.xml · nonDerivative · entry 5

Kvalheim Grant · CIK 0001689321 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,464,785

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · shares: 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.

F7 · price: 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.

F1 · balance_after: Of these Class A common shares, 53,324 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. 23,501 of such Class A common shares remain unvested as of the date of this report.

SEC source: 0000899243-17-000523 · doc4.xml · derivative · entry 8

Gillis Frank Lauren · CIK 0001689345 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,946

Underlying: Class A Common Shares · 1,473 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_price: 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.

F9 · derivative.exercise_price: 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.

F9 · price: 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.

F6 · derivative.exercise_date: 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.

F6 · derivative.expiration_date: 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.

SEC source: 0000899243-17-000523 · doc4.xml · nonDerivative · entry 2

Gillis Frank Lauren · CIK 0001689345 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 282,737

F10 · shares: 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.

SEC source: 0000899243-17-000523 · doc4.xml · nonDerivative · entry 1

Gillis Frank Lauren · CIK 0001689345 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 283,106

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F9 · shares: 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.

F9 · price: 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.

F1 · balance_after: 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.

SEC source: 0000899243-17-000496 · doc4.xml · nonDerivative · entry 1

Leach Brian · CIK 0001428954 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,057

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 419 Class A common shares in accordance with the quarterly awards of restricted shares made to the Reporting Person under the retention letter entered into between the Issuer and the Reporting Person. These Class A common shares, and the other Class A common shares reported as being owned directly by the Reporting Person, 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. All 16,057 of such Class A common shares remain unvested as of the date of this report.

SEC source: 0000899243-17-000493 · doc4.xml · nonDerivative · entry 1

BEILINSON MARC A · CIK 0001279821 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 68,980

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 419 Class A common shares in accordance with the quarterly awards of restricted shares made to the Reporting Person under the retention letter entered into between the Issuer and the Reporting Person. Of the Class A common shares reported as being owned directly by the Reporting Person, 24,141 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. 20,121 of such Class A common shares remain unvested as of the date of this report.

SEC source: 0000899243-17-000484 · doc4.xml · nonDerivative · entry 1

WRUBEL ARTHUR · CIK 0001279098 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,087

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 419 Class A common shares in accordance with the quarterly awards of restricted shares made to the Reporting Person under the retention letter entered into between the Issuer and the Reporting Person. These Class A common shares, and the other Class A common shares reported as being owned directly by the Reporting Person, 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. All 16,087 of such Class A common shares remain unvested as of the date of this report.

SEC source: 0000899243-17-000517 · doc4.xml · derivative · entry 5

WHEELER WILLIAM J · CIK 0001273281 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,364

Underlying: Class A Common Shares · 3,682 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: 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 22,092 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.

F6 · derivative.exercise_price: 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.

F6 · price: 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.

F4 · derivative.exercise_date: 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 22,092 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.

F4 · derivative.expiration_date: 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 22,092 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.

SEC source: 0000899243-17-000517 · doc4.xml · nonDerivative · entry 3

WHEELER WILLIAM J · CIK 0001273281 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 365,721

F8 · shares: This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of restricted share awards.

SEC source: 0000899243-17-000517 · doc4.xml · nonDerivative · entry 2

WHEELER WILLIAM J · CIK 0001273281 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 366,307

F7 · shares: 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.

SEC source: 0000899243-17-000517 · doc4.xml · nonDerivative · entry 1

WHEELER WILLIAM J · CIK 0001273281 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 367,800

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · shares: 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.

F6 · price: 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.

F1 · balance_after: Of these Class A common shares, 4,207 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. 1,598 of such Class A common shares remain unvested as of the date of this report.

SEC source: 0000899243-17-000498 · doc4.xml · nonDerivative · entry 1

MCCALL H CARL · CIK 0001223627 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,087

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 419 Class A common shares in accordance with the quarterly awards of restricted shares made to the Reporting Person under the retention letter entered into between the Issuer and the Reporting Person. These Class A common shares, and the other Class A common shares reported as being owned directly by the Reporting Person, 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. All 16,087 of such Class A common shares remain unvested as of the date of this report.

SEC source: 0000899243-17-000489 · doc4.xml · nonDerivative · entry 1

Ruisi Lawrence · CIK 0001312995 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,611

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 458 Class A common shares in accordance with the quarterly awards of restricted shares made to the Reporting Person under the retention letter entered into between the Issuer and the Reporting Person. Of the Class A common shares reported as being owned directly by the Reporting Person, 24,464 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. 20,326 of such Class A common shares remain unvested as of the date of this report

SEC source: 0000899243-17-000485 · doc4.xml · nonDerivative · entry 1

Taitz Hope S · CIK 0001525808 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 74,140

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 484 Class A common shares in accordance with the quarterly awards of restricted shares made to the Reporting Person under the retention letter entered into between the Issuer and the Reporting Person. Of the Class A common shares reported as being owned directly by the Reporting Person, 25,493 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. 20,885 of such Class A common shares remain unvested as of the date of this report.

SEC source: 0000899243-17-000522 · doc4.xml · derivative · entry 4

Klein Martin P · CIK 0001518052 · Executive VP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,682

Underlying: Class A Common Shares · 1,841 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: 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 11,046 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.

F5 · derivative.exercise_price: 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.

F5 · price: 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.

F3 · derivative.exercise_date: 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 11,046 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.

F3 · derivative.expiration_date: 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 11,046 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.

SEC source: 0000899243-17-000522 · doc4.xml · nonDerivative · entry 2

Klein Martin P · CIK 0001518052 · Executive VP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,123

F6 · shares: 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.

SEC source: 0000899243-17-000522 · doc4.xml · nonDerivative · entry 1

Klein Martin P · CIK 0001518052 · Executive VP and CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,841

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · shares: 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.

F5 · price: 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.

SEC source: 0000899243-17-000497 · doc4.xml · nonDerivative · entry 1

Borden Robert L · CIK 0001592214 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,653

F1 · balance_after: This Form 4 is being filed to report a restricted share award of 419 Class A common shares in accordance with the quarterly awards of restricted shares made to the Reporting Person under the retention letter entered into between the Issuer and the Reporting Person. These Class A common shares, and the other Class A common shares reported as being owned directly by the Reporting Person, 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. 19,870 of such Class A common shares remain unvested as of the date of this report.