0001104659-17-057018.txt : 20170913 0001104659-17-057018.hdr.sgml : 20170913 20170913214208 ACCESSION NUMBER: 0001104659-17-057018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170908 FILED AS OF DATE: 20170913 DATE AS OF CHANGE: 20170913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo International Management, L.P. CENTRAL INDEX KEY: 0001512636 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 171084477 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 171084484 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings, L.P. CENTRAL INDEX KEY: 0001449434 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 171084483 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Life Asset Ltd. CENTRAL INDEX KEY: 0001527502 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 171084475 BUSINESS ADDRESS: STREET 1: C/O WALKER CORPORATE SERVICES LIMITED STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 345-949-0100 MAIL ADDRESS: STREET 1: C/O WALKER CORPORATE SERVICES LIMITED STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Principal Holdings III, L.P. CENTRAL INDEX KEY: 0001566433 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 171084482 BUSINESS ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES STREET 2: (CAYMAN) LIMITED, 190 ELGIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES STREET 2: (CAYMAN) LIMITED, 190 ELGIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Principal Holdings III GP Ltd CENTRAL INDEX KEY: 0001566491 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 171084481 BUSINESS ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES STREET 2: (CAYMAN) LIMITED, 190 ELGIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: C/O INTERTRUST CORPORATE SERVICES STREET 2: (CAYMAN) LIMITED, 190 ELGIN STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-9005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Capital Management GP, LLC CENTRAL INDEX KEY: 0001456419 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 171084479 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 515 3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Capital Management, L.P. CENTRAL INDEX KEY: 0001456421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 171084480 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212 515 3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo International Management GP, LLC CENTRAL INDEX KEY: 0001512580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 171084476 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Alternative Assets, L.P. CENTRAL INDEX KEY: 0001473543 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37963 FILM NUMBER: 171084478 BUSINESS ADDRESS: STREET 1: 87 MARY STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 212-822-0456 MAIL ADDRESS: STREET 1: 87 MARY STREET, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Athene Holding Ltd CENTRAL INDEX KEY: 0001527469 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 980628973 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: 441-279-8400 MAIL ADDRESS: STREET 1: 96 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM08 4 1 a4.xml 4 X0306 4 2017-09-08 0 0001527469 Athene Holding Ltd ATH 0001449433 Apollo Management Holdings GP, LLC 9 W. 57TH STREET 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001449434 Apollo Management Holdings, L.P. 9 W. 57TH STREET NEW YORK NY 10019 0 0 1 0 0001566433 Apollo Principal Holdings III, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED, 190 ELGIN STREET GEORGE TOWN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 0001566491 Apollo Principal Holdings III GP Ltd C/O INTERTRUST CORPORATE SERVICES (CAYMAN) LIMITED, 190 ELGIN STREET GEORGE TOWN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 0001456421 Apollo Capital Management, L.P. 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 0001456419 Apollo Capital Management GP, LLC 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 0001473543 Apollo Alternative Assets, L.P. 87 MARY STREET, GEORGE TOWN GRAND CAYMAN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 0001512636 Apollo International Management, L.P. 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 0001512580 Apollo International Management GP, LLC 9 WEST 57TH STREET NEW YORK NY 10019 0 0 1 0 0001527502 Apollo Life Asset Ltd. C/O WALKER CORPORATE SERVICES LIMITED WALKER HOUSE, 87 MARY STREET GEORGE TOWN E9 KY1-9005 CAYMAN ISLANDS 0 0 1 0 Class A Common Shares 2017-09-08 5 J 0 E 265082 0.00 D 65796410.49 I See footnote On September 8, 2017, AHL 2014 Investor II, L.P. distributed 265,082 Class B common shares to its limited partner in accordance with the AHL 2014 Investor II, L.P. Amended and Restated Agreement of Limited Partnership. All of the Class B common shares distributed by AHL Investor II, L.P. automatically became Class A common shares upon such distribution. See Exhibit 99.1. [see signatures attached as Exhibit 99.2] 2017-09-13 EX-99.1 2 ex-99d1.htm EX-99.1

Exhibit 99.1

(2) The Class A common shares, par value $0.001 (the “Class A Shares”), of Athene Holding Ltd. (the “Issuer”) reported as beneficially owned are obtainable upon conversion at the election of the holder on a one-for-one basis of the Class B common shares of the Issuer. The shares reported as beneficially owned following the distribution of shares by AHL 2014 Investor II, L.P. (“AHL Investor II”) as described in footnote (1) are held of record by (i) AHL Investor II, (ii) Apollo Principal Holdings III, L.P. (“Principal Holdings III”), (iii) Apollo Palmetto Advisors, L.P. (“Palmetto Advisors”), (iv) Athene Asset Management, L.P. (“Athene Management”), (v) AAA Guarantor - Athene, L.P. (“AAA Guarantor”), (vi) AAA Associates, L.P. ( “AAA Associates”), and (vii) AAA Holdings, L.P. (“AAA Holdings”, and, together with AHL Investor II, Principal Holdings III, Palmetto Advisors, Athene Management, AAA Guarantor and AAA Associates, the “Record Holders”). The number of shares reported as beneficially owned does not include 157,894 Class B common shares that have been granted to employees of certain of the reporting persons but are held by Apollo Management Holdings, L.P. (“Management Holdings”) as custodian.

AHL 2014 Investor GP, Ltd. (“AHL Investor GP”) is the general partner of AHL Investor II. Principal Holdings III is the sole shareholder of AHL Investor GP. Apollo Principal Holdings III GP, Ltd. (“Principal Holdings III GP”) is the general partner of Principal Holdings III. Apollo Palmetto Management, LLC (“Palmetto Management”) is the general partner of Palmetto Advisors. Apollo Principal Holdings IV, L.P. (“Principal Holdings IV”) is the sole member of Palmetto Management. Apollo Principal Holdings IV GP, Ltd. (“Principal Holdings IV GP”) is the general partner of Principal Holdings IV. The general partner of Athene Management is AAM GP Ltd. (“AAM GP”). The sole shareholder of AAM GP is Apollo Life Asset Ltd. (“Apollo Life”). Apollo Capital Management, L.P. (“Capital Management”) is the sole shareholder of Apollo Life. The general partner of Capital Management is Apollo Capital Management GP, LLC (“Capital Management GP”).

AAA Investments, L.P. (“AAA Investments”) is the general partner of AAA Guarantor. AAA Associates is the general partner of AAA Investments. AAA MIP Limited (“AAA MIP”) is the general partner of AAA Associates. Apollo Alternative Assets, L.P. (“AAA”) provides investment services to AAA Guarantor, AAA Investments, AAA Associates and AAA MIP. Apollo International Management, L.P. (“Int’l Management”) is the managing general partner of AAA. Apollo International Management GP, LLC (Int’l Management GP”) is the general partner of Int’l Management. AAA Holdings GP Limited (“AAA Holdings GP”) is the general partner of AAA Holdings.

Management Holdings is the sole member and manager of Int’l Management GP and Capital Management GP and the sole shareholder of AAA Holdings GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are executive officers and the managers or directors of Management Holdings GP, Principal Holdings III GP and Principal Holdings IV GP.

Each of the Record Holders, AHL Investor GP, Principal Holdings III GP, Palmetto Management, Principal Holdings IV, Principal Holdings IV GP, AAM GP, Apollo Life, Capital Management, Capital Management GP, AAA Investments, AAA MIP, AAA, Int’l Management, Int’l Management GP, AAA Holdings GP, Management Holdings, Management Holdings GP, and Messrs. Black, Harris and Rowan, disclaims beneficial ownership of the common shares of the Issuer included in this report, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose.

The address of each of AHL Investor II, AHL Investor GP, Principal Holdings III, Principal Holdings III GP, Principal Holdings IV, Principal Holdings IV GP, AAM GP and Apollo Life is c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Street, George Town, KY1-9005 Grand Cayman, Cayman Islands. The address of Palmetto Management, AAA Investments and AAA is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address for AAA Associates, AAA MIP, AAA Holdings and AAA Holdings GP is Trafalgar Court, Les Banques, GY1 3QL, St. Peter Port, Guernsey, Channel Islands. The address of each of Athene Management, Palmetto Advisors, AAA Guarantor, Int’l Management, Int’l Management GP, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP is 9 West 57th Street, 43rd Floor, New York, NY 10019.

EX-99.2 3 ex-99d2.htm EX-99.2

Exhibit 99.2

This Statement on Form 4 is filed by: (i) AHL 2014 Investor II, L.P., (ii) AHL 2014 Investor GP, Ltd., (iii) Apollo Principal Holdings III, L.P., (iv) Apollo Principal Holdings III GP, Ltd., (v) Apollo Palmetto Management, LLC, (vi) Apollo Palmetto Advisors, L.P., (vii) Apollo Principal Holdings IV, L.P., (viii) Apollo Principal Holdings IV GP, LLC, (ix) Apollo Capital Management, L.P., (x) Apollo Capital Management GP, LLC, (xi) AAA Guarantor-Athene, L.P., (xii) AAA Investments, L.P., (xiii) AAA Associates, L.P., (xiv) AAA MIP Limited, (xv) Apollo Alternative Assets, L.P., (xvi) Apollo International Management, L.P., (xvii) Apollo International Management GP, LLC, (xviii) Athene Asset Management, L.P., (xix) AAM GP Ltd., (xx) Apollo Life Asset Ltd. (xxi) AAA Holdings, L.P., (xxii) AAA Holdings GP Limited, (xxiii) Apollo Management Holdings, L.P., and (xxiv) Apollo Management Holdings, GP, LLC.

Name of Designated Filer: Apollo Management Holdings GP, LLC

Date of Event Requiring Statement: September 8, 2017

Issuer Name: Athene Holding Ltd.

AHL 2014 INVESTOR II, L.P.

By:	AHL 2014 Investor GP, Ltd.
	its general partner

	By:	/s/ Rick Gordon
		Rick Gordon
		Vice President

AHL 2014 INVESTOR GP, LTD.

By:	/s/ Rick Gordon
	Rick Gordon
	Vice President

APOLLO PRINCIPAL HOLDINGS III, L.P.

By:	Apollo Principal Holdings III GP, Ltd.
	its general partner

	By:	/s/ William B. Kuesel
		William B. Kuesel
		Vice President

APOLLO PRINCIPAL HOLDINGS III GP, LTD.

By:	/s/ William B. Kuesel
	William B. Kuesel
	Vice President

APOLLO PALMETTO ADVISORS, L.P.

By:	Apollo Palmetto Management, LLC
	its general partner

	By:	/s/ William B. Kuesel
		William B. Kuesel
		Vice President

APOLLO PALMETTO MANAGEMENT, LLC

By:	/s/ William B. Kuesel
	William B. Kuesel
	Vice President

APOLLO PRINCIPAL HOLDINGS IV, L.P.

By:	Apollo Principal Holdings IV GP, Ltd.
	its general partner

By:	/s/ William B. Kuesel
	William B. Kuesel
	Vice President

APOLLO PRINCIPAL HOLDINGS IV GP, LTD.

By:	/s/ William B. Kuesel
	William B. Kuesel
	Vice President

ATHENE ASSET MANAGEMENT, L.P.

By:	AAM GP Ltd.
	its general partner

	By:	/s/ Angelo Lombardo
		Angelo Lombardo
		Senior Vice President, General Counsel and Secretary

AAM GP LTD.

By:	/s/ Angelo Lombardo
	Angelo Lombardo
	Senior Vice President, General Counsel and Secretary

APOLLO LIFE ASSET LTD.

By:	/s/ William B. Kuesel
	William B. Kuesel
	Vice President

APOLLO CAPITAL MANAGEMENT, L.P.

By:	Apollo Capital Management GP, LLC
	its general partner

	By:	/s/ William B. Kuesel
		William B. Kuesel
		Vice President

APOLLO CAPITAL MANAGEMENT GP, LLC

By:	/s/ William B. Kuesel
	William B. Kuesel
	Vice President

AAA GUARANTOR - ATHENE, L.P.

By:	AAA Investments, L.P.
	its general partner

	By:	Apollo Alternative Assets, L.P.
		its service provider

		By:	Apollo International Management L.P.,
			its managing general partner

			By:	Apollo International Management GP, LLC
				its general partner

				By:	/s/ William B. Kuesel
					William B. Kuesel
					Vice President

AAA INVESTMENTS, L.P.

By:	Apollo Alternative Assets, L.P.
	its service provider

	By:	Apollo International Management, LP
		its managing general partner

		By:	Apollo International Management GP, LLC
			its general partner

			By:	/s/ William B. Kuesel
				William B. Kuesel
				Vice President

AAA ASSOCIATES, L.P.

By:	Apollo Alternative Assets, L.P.
	its service provider

	By:	Apollo International Management, L.P.
		its managing general partner

		By:	Apollo International Management GP, LLC
			its general partner

			By:	/s/ William B. Kuesel
				William B. Kuesel
				Vice President

AAA MIP LIMITED

By:	Apollo Alternative Assets, L.P.
	its service provider

	By:	Apollo International Management, L.P.
		its managing general partner

		By:	Apollo International Management GP, LLC
			its general partner

			By:	/s/ William B. Kuesel
				William B. Kuesel
				Vice President

APOLLO ALTERNATIVE ASSETS, L.P.

By:	Apollo International Management, L.P.
	its managing general partner

	By:	Apollo International Management GP, LLC
		its general partner

		By:	/s/ William B. Kuesel
			William B. Kuesel
			Vice President

APOLLO INTERNATIONAL MANAGEMENT, L.P.

By:	Apollo International Management GP, LLC
	its general partner

	By:	/s/ William B. Kuesel
		William B. Kuesel
		Vice President

APOLLO INTERNATIONAL MANAGEMENT GP, LLC

By:	/s/ William B. Kuesel
	William B. Kuesel
	Vice President

AAA HOLDINGS, L.P.

By:	AAA Holdings GP Limited
	its general partner

	By:	/s/ John Suydam
		John Suydam
		Director

AAA HOLDINGS GP LIMITED

By:	/s/ John Suydam
	John Suydam
	Director

APOLLO MANAGEMENT HOLDINGS, L.P.

By:	Apollo Management Holdings GP, LLC,
	its general partner

	By:	/s/ William B. Kuesel
		William B. Kuesel
		Vice President

APOLLO MANAGEMENT HOLDINGS, GP, LLC

By:	/s/ William B. Kuesel
	William B. Kuesel
	Vice President