Statement of Changes in Beneficial Ownership (4)
03 Januar 2022 - 11:13PM
Edgar (US Regulatory)
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 OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * Niemann Douglas
Bartlett |
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 Chief Risk Officer |
|
(Last)
(First)
(Middle)
C/O ATHENE HOLDING LTD., WASHINGTON HOUSE, 16 CHURCH
STREET |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/1/2022
|
|
(Street)
HAMILTON, D0 HM 11
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
1/1/2022 |
|
D |
|
3950 |
D |
(1)(2) |
0 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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) |
$46.64 |
1/1/2022 |
|
D |
|
|
15259 |
(3) |
2/22/2031 |
Class A Common Shares |
15259 |
(1)(4) |
0 |
D |
|
|
Employee Stock Option (Right to
Buy) |
$30.25 |
1/1/2022 |
|
D |
|
|
13797 |
(5) |
7/1/2030 |
Class A Common Shares |
13797 |
(1)(4) |
0 |
D |
|
|
Time-Based Restricted Stock
Units |
(6) |
1/1/2022 |
|
D |
|
|
2324 |
(7) |
(7) |
Class A Common Shares |
2324 |
(1)(9) |
0 |
D |
|
|
Time-Based Restricted Stock
Units |
(6) |
1/1/2022 |
|
D |
|
|
1378 |
(8) |
(8) |
Class A Common Shares |
1378 |
(1)(9) |
0 |
D |
|
|
Performance-Based Restricted Stock
Units |
(6) |
1/1/2022 |
|
A (1)(10) |
|
6969 |
|
(11) |
(11) |
Class A Common Shares |
6969 |
$0 |
6969 |
D |
|
|
Performance-Based Restricted Stock
Units |
(6) |
1/1/2022 |
|
A (1)(10) |
|
8265 |
|
(12) |
(12) |
Class A Common Shares |
8265 |
$0 |
8265 |
D |
|
|
Performance-Based Restricted Stock
Units |
(6) |
1/1/2022 |
|
D |
|
|
6969 |
(11) |
(11) |
Class A Common Shares |
6969 |
(1)(13) |
0 |
D |
|
|
Performance-Based Restricted Stock
Units |
(6) |
1/1/2022 |
|
D |
|
|
8265 |
(12) |
(12) |
Class A Common Shares |
8265 |
(1)(13) |
0 |
D |
|
| Explanation of
Responses: |
| (1) |
Pursuant to the Agreement
and Plan of Merger, dated March 8, 2021 (the "Merger Agreement") by
and among the Issuer, Apollo Global Management, Inc., a Delaware
corporation ("AGM"), Tango Holdings, Inc., a Delaware corporation
and a direct wholly owned subsidiary of AGM ("HoldCo"), Blue Merger
Sub, Ltd., a Bermuda exempted company and a direct wholly owned
subsidiary of HoldCo ("Company Merger Sub"), and Green Merger Sub,
Inc., a Delaware corporation and a direct, wholly owned subsidiary
of HoldCo ("AGM Merger Sub"), effective January 1, 2022 (the
"Effective Time"): (i) AGM merged with AGM Merger Sub, with AGM
surviving such merger as a direct wholly owned subsidiary of HoldCo
(the "AGM Merger"), (ii) the Issuer merged with Company Merger Sub,
with the Issuer surviving such merger as a direct, wholly owned
subsidiary of HoldCo (the "Company Merger" and, together with the
AGM Merger, the "Mergers"), and (iii) the name of HoldCo was
changed to "Apollo Global Management, Inc." |
| (2) |
Pursuant to the Merger
Agreement, these Class A common shares, par value $0.001 per share,
of the Issuer ("Class A Common Shares") converted automatically
into the right to receive 1.149 shares of common stock, par value
$0.00001 per share, of HoldCo ("HoldCo Shares"), with fractional
shares paid out in cash. As of December 31, 2021, the closing
market price of the Issuer's Class A Common Shares was $83.33 and
the closing market price of AGM's Class A common stock was
$72.43. |
| (3) |
This option vests ratably on
each of the first three anniversaries of the January 1, 2021
vesting start date. |
| (4) |
Pursuant to the Merger
Agreement, these options converted into an option to purchase a
number of HoldCo Shares, rounded down to the nearest whole HoldCo
Share, equal to the product of (i) 1.149 multiplied by (ii) the
number of Class A Common Shares subject to such option immediately
prior to the Effective Time, rounded down to the nearest whole
share, with an exercise price equal to the quotient of (x) the
exercise price of such option divided by (y) 1.149, rounded up to
the nearest whole cent. These options are otherwise subject to the
same terms and conditions as were applicable immediately prior to
the Effective Time. |
| (5) |
This option vests ratably on
each of the first three anniversaries of the January 1, 2020
vesting start date. |
| (6) |
Each restricted stock unit
("RSU") represents a contingent right to receive one Class A Common
Share of the Issuer. 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. |
| (7) |
These RSUs vest on each of
the first three anniversaries of the January 1, 2021 vesting start
date and have no expiration date. |
| (8) |
These RSUs vest on each of
the first three anniversaries of the January 1, 2020 vesting start
date and have no expiration date. |
| (9) |
Pursuant to the Merger
Agreement, these time-based RSUs converted into an award of
restricted share units with respect to a number of HoldCo Shares,
rounded down to the nearest whole HoldCo Share, equal to (i) 1.149
multiplied by (ii) the number of Class A Common Shares subject to
such RSU immediately prior to the Effective Time. These RSUs are
otherwise subject to the same terms and conditions as were
applicable immediately prior to the Effective Time. |
| (10) |
Pursuant to the terms of the
Merger Agreement, these performance-based RSUs ("PSUs") vested to
the extent of the applicable target level of performance
(100%). |
| (11) |
These PSUs vest over the
three fiscal year period from January 1, 2021 to December 31, 2023
and have no expiration date. |
| (12) |
These PSUs vest over the
three fiscal year period from January 1, 2020 to December 31, 2022
and have no expiration date. |
| (13) |
Pursuant to the Merger
Agreement, these PSUs converted into an award of restricted share
units with respect to a number of HoldCo Shares, rounded down to
the nearest whole HoldCo Share, equal to (i) 1.149 multiplied by
(ii) the number of Class A Common Shares subject to such PSU
immediately prior to the Effective Time. The PSUs continue to be
subject to time-based vesting conditions and will vest at the end
of the applicable performance period. These PSUs are otherwise
subject to the same terms and conditions as were applicable
immediately prior to the Effective Time. |
Remarks:
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 16, 2020) |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Niemann Douglas Bartlett
C/O ATHENE HOLDING LTD.
WASHINGTON HOUSE, 16 CHURCH STREET
HAMILTON, D0 HM 11 |
|
|
EVP and Chief Risk Officer |
|
Signatures
|
|
/s/ Ira Rosenblatt,
attorney-in-fact |
|
1/3/2022 |
| **Signature of Reporting
Person |
Date |
Athene (NYSE:ATH)
Historical Stock Chart
Von Apr 2022 bis Mai 2022
Athene (NYSE:ATH)
Historical Stock Chart
Von Mai 2021 bis Mai 2022
