0001140361-22-000211.txt : 20220103
0001140361-22-000211.hdr.sgml : 20220103
20220103171245
ACCESSION NUMBER: 0001140361-22-000211
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: VanBeck Sarah Jean
CENTRAL INDEX KEY: 0001855427
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37963
FILM NUMBER: 22503015
MAIL ADDRESS:
STREET 1: SECOND FLOOR, WASHINGTON HOUSE
STREET 2: 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
0001855427
VanBeck Sarah Jean
C/O ATHENE HOLDING LTD.
WASHINGTON HOUSE, 16 CHURCH STREET
HAMILTON
D0
HM 11
BERMUDA
true
SVP, Corp. Controller & PAO
Employee Stock Option (Right to Buy)
50.8
2022-01-01
4
D
0
5361
D
2031-04-12
Class A Common Shares
5361
0
D
Time-Based Restricted Stock Units
2022-01-01
4
D
0
4184
D
Class A Common Shares
4184
0
D
Performance-Based Restricted Stock Units
2022-01-01
4
A
0
2461
0
A
Class A Common Shares
4184
2461
D
Performance-Based Restricted Stock Units
2022-01-01
4
D
0
2461
D
Class A Common Shares
4184
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."
This option vests ratably on each of the first three anniversaries of the January 1, 2021 vesting start date.
Pursuant to the Merger Agreement, these options converted into an option to purchase a number of shares of common stock, par value $0.00001 per share, of HoldCo ("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.
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.
These RSUs vest on each of the first three anniversaries of the January 1, 2021 vesting start date and have no expiration date.
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.
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%).
These PSUs vest over the three fiscal year period from January 1, 2021 to December 31, 2023 and have no expiration date.
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.
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.
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 April 14, 2021).
/s/ Ira Rosenblatt, attorney-in-fact
2022-01-03