FORM 5 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 * Lohr Gernot 2. Issuer Name and Ticker or Trading SymbolAthene Holding Ltd [ATH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O APOLLO MANAGEMENT, L.P.,,  9 W. 57TH STREET, 43RD FLOOR
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2021 
(Street)
NEW YORK, NY 10019
(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)
Amount (A) or (D) Price
Class A Common Shares  2/23/2021    G (1) 1672719 (2) D $0  0  D   

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Reflects the transfer of the reporting person's ownership of Cardinal Holdings Limited ("Cardinal"), an entity which then held the reporting person's Class A common shares (the "Common Shares") of Athene Holding Ltd., to an irrevocable trust for estate planning purposes. In addition, an agency agreement between Cardinal and the reporting person that previously allowed the reporting person to retain all voting rights and dispositive power with respect to shares held at Cardinal was terminated in early 2021. As a result of these events, the reporting person no longer beneficially owned these Common Shares as a result of this transaction.
(2)  Incudes Common Shares that were previously distributed by AP Alternative Assets, L.P. ("AAA") on a pro rata basis to unitholders of AAA.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lohr Gernot
C/O APOLLO MANAGEMENT, L.P.,
9 W. 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019
X



Signatures
/s/ Ira Rosenblatt, attorney-in-fact 2/14/2022
**Signature of Reporting Person Date
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