0001140361-22-000203.txt : 20220103
0001140361-22-000203.hdr.sgml : 20220103
20220103171207
ACCESSION NUMBER: 0001140361-22-000203
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220101
FILED AS OF DATE: 20220103
DATE AS OF CHANGE: 20220103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Leach Brian
CENTRAL INDEX KEY: 0001428954
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37963
FILM NUMBER: 22503003
MAIL ADDRESS:
STREET 1: C/O ATHENE HOLDING LTD.
STREET 2: WASHINGTON HOUSE, 16 CHURCH STREET
CITY: HAMILTON
STATE: D0
ZIP: HM 11
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Athene Holding Ltd
CENTRAL INDEX KEY: 0001527469
STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311]
IRS NUMBER: 980630022
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: SECOND FLOOR, WASHINGTON HOUSE
STREET 2: 16 CHURCH STREET
CITY: HAMILTON
STATE: D0
ZIP: HM 11
BUSINESS PHONE: 441-279-8400
MAIL ADDRESS:
STREET 1: SECOND FLOOR, WASHINGTON HOUSE
STREET 2: 16 CHURCH STREET
CITY: HAMILTON
STATE: D0
ZIP: HM 11
4
1
form4.xml
FORM 4
X0306
4
2022-01-01
0001527469
Athene Holding Ltd
ATH
0001428954
Leach Brian
C/O ATHENE HOLDING LTD.
WASHINGTON HOUSE, 16 CHURCH STREET
HAMILTON
D0
HM 11
BERMUDA
true
Class A Common Shares
2022-01-01
4
D
0
28360
D
5151
D
Class A Common Shares
2022-01-01
4
D
0
5151
D
0
D
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."
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.
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.
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)
/s/ Ira Rosenblatt, attorney-in-fact
2022-01-03