Statement of Changes in Beneficial Ownership (4)
January 03 2022 - 05:14PM
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
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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
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1. Name
and Address of Reporting Person * Ruisi Lawrence |
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
_____ Officer (give title
below) _____ Other
(specify below)
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(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)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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
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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 |
|
52914.1 |
D |
(1)(2) |
5151 |
D |
|
Class A Common Shares |
1/1/2022 |
|
D |
|
5151 |
D |
(1)(3) |
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 |
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) |
Pursuant to the Merger
Agreement, these time-based restricted share awards ("RSAs")
converted into a number of restricted 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 RSA
immediately prior to the Effective Time. In addition, these RSAs
vested in full immediately prior to the Effective Time. These RSAs
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 to the Form 3 filed by the
Reporting Person on December 9, 2016) |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Ruisi Lawrence
C/O ATHENE HOLDING LTD.
WASHINGTON HOUSE, 16 CHURCH STREET
HAMILTON, D0 HM 11 |
X |
|
|
|
Signatures
|
/s/ Ira Rosenblatt,
attorney-in-fact |
|
1/3/2022 |
**Signature of Reporting
Person |
Date |
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