CUSIP No.  G0684D107		Page 2 of 9 Pages

 

 

 

CUSIP No.  G0684D107		Page 3 of 9 Pages

 

 

 

CUSIP No.  G0684D107		Page 4 of 9 Pages

 

 

Item 1(a).

Name of Issuer:

 

Athene Holding Ltd. (the “Issuer”)

 

96 Pitts Bay Road, Pembroke, HM08, Bermuda

 

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)	James R. Belardi (“Mr. Belardi”);

ii)	Leslie K. Belardi (“Ms. Belardi”); and

iii)	James and Leslie Belardi Family Trust (the “Family Trust”).

This Statement relates to Shares (as defined herein) held by Mr. Belardi, the Family Trust and the Belardi Family Irrevocable Trust  (the “Irrevocable Trust”).  Each of Mr. Belardi and Ms. Belardi serve as trustee to the Family Trust.  Neither of Mr. Belardi or Ms. Belardi serve as trustee to the Irrevocable Trust, and both Mr. Belardi and Ms. Belardi expressly disclaim beneficial ownership of the Shares held by the Irrevocable Trust.  The filing of this Schedule 13G shall not be construed as an admission that either Mr. Belardi or Ms. Belardi is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any Shares held by the Irrevocable Trust.

 

i)	Mr. Belardi is a citizen of the United States of America;

ii)	Ms. Belardi is a citizen of the United States of America; and

iii)	The Family Trust is a trust formed under the laws of the state of California.

 

G0684D107

 

This Item 3 is not applicable.

 

 

As of December 31, 2017, each of Mr. Belardi and Ms. Belardi may be deemed the beneficial owner of 5,234,840 Shares.  This amount consists of:  (A) 926,640 Shares held by the Family Trust, including 22,472 unvested restricted Shares that vest within 60 days of December 31, 2017 (excludes 6,986 unvested restricted Shares that do not vest within 60 days of December 31, 2017); (B) 1,750 Shares held by the Irrevocable Trust, for which Mr. Belardi disclaims beneficial ownership pursuant to Rule 13d-4 under the Act; (C) 3,835,244 Class M Shares held by the Family Trust, which are convertible into Shares on a one-for-one basis at any time; (D) 351,922 Class M Shares held by the Irrevocable Trust, which are convertible into Shares on a one-for-one basis at any time and for which Mr. Belardi disclaims beneficial ownership pursuant to Rule 13d-4 under the Act; (E) 11,429 restricted stock units held by the Family Trust, each one of which represents a contingent right to receive one Share, which will vest within 60 days of December 31, 2017 (excludes 84,069 unvested restricted stock units that do not vest within 60 days of December 31, 2017); and (F) options held by the Family Trust to acquire 107,855 Shares, of which 64,974 will vest within 60 days of December 31, 2017 (excludes options to acquire 87,068 Shares that do not vest within 60 days of December 31, 2017).

 

 

As of December 31, 2017, each of Mr. Belardi and Ms. Belardi may be deemed the beneficial owner of approximately 3.57% of Shares outstanding and the Family Trust may be deemed the beneficial owner of approximately 3.34% of Shares outstanding.  For purposes of calculating each Reporting Person’s beneficial ownership, the number of Shares that each such Reporting Person has the right to acquire upon conversion of vested Class M Shares, conversion of vested restricted stock units, and exercise of vested options, as applicable, has been added to the Shares outstanding, pursuant to Rule 13d-3(d) under the Act.

 

 

This statement is being filed to report that as of December 31, 2017, each of the Reporting Persons ceased to be a beneficial owner of more than 5% of the Shares of the Issuer.

 

The beneficiaries of the Family Trust have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

This Item 7 is not applicable.

 

This Item 9 is not applicable.

 

This Item 10 is not applicable.

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	James R. Belardi
	/s/ James R. Belardi
	Leslie K. Belardi
	/s/ Leslie K. Belardi
	James and Leslie Belardi Family Trust
	By:  James R. Belardi, Trustee
	/s/ James R. Belardi

 

February 14, 2018

 

EXHIBIT INDEX

 

 

 

 

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