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
                                                                                  
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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 * 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
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