Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
ATHENE HOLDING LTD.
(Name of Issuer)
Class A Common Shares, par value $0.001
(Title of Class of Securities)
G0684D107
(CINS)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See I nstructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
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|
3 |
SEC Use Only | |||
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|
4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
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|
3 |
SEC Use Only | |||
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|
4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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|
11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
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3 |
SEC Use Only | |||
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|
4 |
Citizenship or Place of Organization | |||
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|
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
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|
3 |
SEC Use Only | |||
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|
4 |
Citizenship or Place of Organization | |||
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|
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
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|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
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|
3 |
SEC Use Only | |||
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|
4 |
Citizenship or Place of Organization | |||
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|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10 |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10 |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10 |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x p> | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
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|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
10 |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
| |||||
|
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
(a) |
o | ||
|
|
(b) |
o | ||
| |||||
|
3 |
SEC Use Only | |||
| |||||
|
4 |
Citizenship or Place of Organization | |||
|
|
| |||
Number of |
5 |
Sole Voting Power | |||
| |||||
6 |
Shared Voting Power | ||||
| |||||
7 |
Sole Dispositive Power | ||||
| |||||
8 |
Shared Dispositive Power | ||||
| |||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
| |||||
|
11 |
Percent of Class Represented by Amount in Row (9) | |||
| |||||
|
12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
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1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
CINS No. G0684D107 | |||||
| |||||
|
1 |
Name of Reporting Persons. | |||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only | |||
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
| |||||
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) x | |||
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11 |
Percent of Class Represented by Amount in Row (9) | |||
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12 |
Type of Reporting Person (See Instructions) | |||
Item 1. (a) Name of Issuer
Athene Holding Ltd.
(b) Address of Issuers Principal Executive Offices
96 Pitts Bay Road
Pembroke, HM08, Bermuda
Item 2. (a) Name of Person Filing
This Schedule 13G is filed by: (i) Apollo Insurance Solutions Group LLC (Insurance Solutions), (ii) AAM Holdings, L.P. (AAM Holdings), (iii) AAM GP Ltd. (AAM GP), (iv) Apollo Life Asset Ltd. (Apollo Life), (v) Apollo C apital Management, L.P. (Capital Management), (vi) Apollo Capital Management GP, LLC (Capital Management GP), (vii) Apollo Palmetto Advisors, L.P. (Palmetto Advisors), (viii) Apollo Palmetto Management, LLC (Palmetto Management), (ix) Apollo Principal Holdings IV, L.P. (Principal Holdings IV), (x) Apollo Principal Holdings IV GP, Ltd. (Principal Holdings IV GP), (xi) Apollo Principal Holdings V, L.P. (Principal Holdings V), (xii) Apollo Principal Holdings V GP, Ltd. (Principal Holdings V GP), (xiii) Apollo Principal Holdings VIII, L.P. (Principal Holdings VIII), (xiv) Apollo Principal Holdings VIII GP, Ltd. (Principal Holdings VIII GP), (xv) AAA Guarantor-Athene, L.P. (AAA Guarantor), (xvi) AAA Investments, L.P. (AAA Investments), (xvii) AAA Associates, L.P. (AAA Associates), (xviii) AAA MIP Ltd. (AAA MIP), (xix) Apollo Alternative Assets, L.P. (AAA), (xx) Apollo International Management, L.P. (Intl Management), (xxi) Apollo International Management GP, LLC (Intl Management GP), (xxii) AAA Holdings, L.P. (AAA Holdings), (xxiii) AAA Holdings GP Ltd. (AAA Holdings GP), (xxiv) Apollo Management Holdings, L.P. (Management Holdings), and (xxv) Apollo Management Holdings GP, LLC (Management Holdings GP). The foregoing are collectively referred to herein as the Reporting Persons.
Insurance Solutions, Palmetto Advisors, Principal Holdings V, Principal Holdings VIII, AAA Guarantor, AAA Holdings, and Management Holdings each hold shares of the Class B Common Shares, par value $0.001 (the Class B Shares), of Athene Holding Ltd. (the Issuer). The Class A Common Shares, par value $0.001 (the Class A Shares) of 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 Shares. AHL 2014 Investor II, L.P. (AHL Investor II) and AHL 2014 Investor GP, Ltd. (AHL Investor GP) were reporting persons on the initial Schedule 13G filing but no longer hold or beneficially own any of the Issuers shares. AHL Investor II has been dissolved.
The sole member of Insurance Solutions is AAM Holdings. The general partner of AAM Holdings is AAM GP. The sole shareholder of AAM GP is Apollo Life. Capital Management is the sole shareholder of Apollo Life. The general partner of Capital Management is Capital Management GP.
Principal Holdings V GP is the general partner of Principal Holdings V, and Principal Holdings VIII GP is the general partner of Principal Holdings VIII.
Palmetto Management is the general partner of Palmetto Advisors. Principal Holdings IV is the sole member of Palmetto Management, and Principal Holdings IV GP is the general partner of Principal Holdings IV.
AAA Investments is the general partner of AAA Guarantor. AAA Associates is the general partner of AAA Investments. AAA MIP is the general partner of AAA Associates. AAA provides investment services to AAA Guarantor, AAA Investments, AAA Associates and AAA MIP. Intl Management is the managing general partner of AAA. Intl Management GP is the general partner of Intl Management.
AAA Holdings GP is the general partner of AAA Holdings. Management Holdings is the sole member and manager of Intl Management GP and Capital Management GP, and the sole shareholder of AAA Holdings GP. Management Holdings GP is the general partner of Management Holdings.
(b) Address of Principal Business Office or, if none, Residence
The address of Insurance Solutions is 2121 Rosecrans Ave. Ste 5300, El Segundo, California 90245. The address of each of AAM Holdings, AAM GP, Apollo Life, Principal Holdings IV, Principal Holdings IV GP, Principal Holdings V, Principal Holdings V GP, Principal Holdings VIII, Principal Holdings VIII GP and AAA is c/o Walkers Corporate Limited, Cayman Corporate Center, 27 Hospital Road, George Town, KY1-9008 Grand Cayman, Cayman Islands. The address of each of Capital Management, Capital Management GP, Palmetto Advisors, AAA Guarantor, Intl Management, Intl Management GP, Management Holdings, and Management Holdings GP is 9 West 57th Street, New York, NY 10019. The address of each of AAA Investments and Palmetto Management is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal address for each of AAA Associates, AAA MIP, AAA Holdings, and AAA Holdings GP is Trafalgar Court, Les Banques, GY1 3QL, St. Peter Port, Guernsey, Channel Islands.
(c) Citizenship
AAM Holdings, Principal Holdings IV, Principal Holdings V, Principal Holdings VIII, and AAA are each exempted limited partnerships registered in the Cayman Islands. Apollo Life, AAM GP, Principal Holdings IV GP, Principal Holdings V GP and Principal Holdings VIII GP are each exempted companies registered in the Cayman Islands. Palmetto Advisors, Capital Management, AAA Guarantor, AAA Investments, Intl Management, and Management Holdings are each Delaware limited partnerships. Insurance Solutions, Capital Management GP, Palmetto Management, Intl Management GP, and Management Holdings GP are each Delaware limited liability companies. AAA Associates, AAA Holdings, and AAA Holdings GP are each Guernsey limited partnerships. AAA MIP is a limited company incorporated in Guernsey.
(d) Title of Class of Securities
Class A Common Shares, par value $0.001.
(e) CINS Number
G0684D107
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
Insurance Solutions |
|
1 |
|
AAM Holdings |
|
1 |
xA0; |
AAM GP |
|
1 |
|
Apollo Life |
|
1 |
|
Capital Management |
|
1 |
|
Capital Management GP |
|
1 |
|
Palmetto Advisors |
|
80,096 |
|
Palmetto Management |
|
80,096 |
|
Principal Holdings IV |
|
80,096 |
|
Principal Holdings IV GP |
|
80,096 |
|
Principal Holdings V |
|
220,000 |
|
Principal Holdings V GP |
|
220,000 |
|
Principal Holdings VIII |
|
17,173,970 |
|
Principal Holdings VIII GP |
|
17,173,970 |
|
AAA Guarantor |
|
605,555 |
|
AAA Investments |
|
605,555 |
|
AAA Associates |
|
605,555 |
|
AAA MIP |
|
605,555 |
|
AAA |
|
605,555 |
|
Intl Management |
|
605,555 |
|
Intl Management GP |
|
605,555 |
|
AAA Holdings |
|
1,569,625 |
|
AAA Holdings GP |
|
1,569,625 |
|
Management Holdings |
|
2,205,525 |
|
Management Holdings GP |
|
2,205,525 |
|
The Class A Shares of the Issuer reported as beneficially owned are obtainable upon conversion of the Class B Shares of the Issuer at the election of the holder on a one-for-one basis. The number of shares reported as beneficially owned by Management Holdings and Management Holdings GP include 30,344 shares of Class B Shares that have been granted to employees and are held by Management Holdings as custodian, and which Management Holdings has the authority to vote.
Principal Holdings V, Principal Holdings VIII, Insurance Solutions, Palmetto Advisors, AAA Associates, AAA Holdings, and Management Holdings each disclaims beneficial ownership of all of the Class A Shares included in this report other than the Class A Shares issuable upon conversion of the Class B Shares held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, or for any other purpose. AHL Investor GP, Principal Holdings V GP, Principal Holdings VIII GP, AAM Holdings, AAM GP, Apollo Life, Palmetto Management, Principal Holdings IV, Principal Holdings IV GP, Capital Management, Capital Management GP, AAA Guarantor, AAA Investments, AAA MIP, AAA, Intl Management, Intl Management GP, AAA Holdings GP, and Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, and the directors, as well as executive officers, of Principal Holdings V GP and Principal Holdings IV GP, each disclaim beneficial ownership of all Class A Shares included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(b) Percent of class:
Insurance Solutions |
|
0.0 |
% |
AAM Holdings |
|
0.0 |
% |
AAM GP |
|
0.0 |
% |
Apollo Life |
|
0.0 |
% |
Capital Management |
|
0.0 |
% |
Capital Management GP |
|
0.0 |
% |
Palmetto Advisors |
|
0.0 |
% |
Palmetto Management |
|
0.0 |
% |
Principal Holdings IV |
|
0.0 |
% |
Principal Holdings IV GP |
|
0.0 |
% |
Principal Holdings V |
|
0.1 |
% |
Principal Holdings V GP |
|
0.1 |
% |
Principal Holdings VIII |
|
10.2 |
% |
Principal Holdings VIII GP |
|
10.2 |
% |
AAA Guarantor |
|
0.4 |
% |
AAA Investments |
|
0.4 |
% |
AAA Associates |
|
0.4 |
% |
AAA MIP |
|
0.4 |
% |
AAA |
|
0.4 |
% |
Intl Management |
|
0.4 |
% |
Intl Management GP |
|
0.4 |
% |
AAA Holdings |
|
0.9 |
% |
AAA Holdings GP |
|
0.9 |
% |
Management Holdings |
|
1.3 |
% |
Management Holdings GP |
|
1.3 |
% |
The percentage amounts are based on a total of 168,559,485 shares of Class A common stock, comprising the sum of 143,135,828 outstanding shares of Class A common stock and 25,433,465 shares of Class A common stock issuable upon conversion of shares of the Class B common stock, in each case outstanding as of November 12, 2019, and as reported on the Issuers Proxy Statement filed with the Securities and Exchange Commission on January 6, 2020. Shares of Class B common stock are convertible into shares of Class A common stock at
any time at the option of the holder, with prior notice to the company, on a one-for-one basis. The percentage of beneficial ownership assumes the conversion of all of the Class B Shares held by the Reporting Persons, but does not give effect to certain provisions of the Issuers bye-laws that would limit the Reporting Persons voting rights upon conversion.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 for all Reporting Persons
(ii) Shared power to vote or to direct the vote:
Insurance Solutions |
|
1 |
|
AAM Holdings |
|
1 |
|
AAM GP |
|
1 |
|
Apollo Life |
|
1 |
|
Capital Management |
|
1 |
|
Capital Management GP |
|
1 |
|
Palmetto Advisors |
|
80,096 |
|
Palmetto Management |
|
80,096 |
|
Principal Holdings IV |
|
80,096 |
|
Principal Holdings IV GP |
|
80,096 |
|
Principal Holdings V |
|
220,000 |
|
Principal Holdings V GP |
|
220,000 |
|
Principal Holdings VIII |
|
17,173,970 |
|
Principal Holdings VIII GP |
|
17,173,970 |
|
AAA Guarantor |
|
605,555 |
|
AAA Investments |
|
605,555 |
|
AAA Associates |
|
605,555 |
|
AAA MIP |
|
605,555 |
|
AAA |
|
605,555 |
|
Intl Management |
|
605,555 |
|
Intl Management GP |
|
605,555 |
|
AAA Holdings |
|
1,569,625 |
|
AAA Holdings GP |
|
1,569,625 |
|
Management Holdings |
|
2,205,525 |
|
Management Holdings GP |
|
2,205,525 |
|
(iii) Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons
(iv) Shared power to dispose or to direct the disposition of:
Insurance Solutions |
|
1 |
|
AAM Holdings |
|
1 |
|
AAM GP |
|
1 |
|
Apollo Life |
|
1 |
|
Capital Management |
|
1 |
|
Capital Management GP |
|
1 |
|
Palmetto Advisors |
|
80,096 |
|
Palmetto Management |
|
80,096 |
|
Principal Holdings IV |
|
80,096 |
|
Principal Holdings IV GP |
|
80,096 |
|
Principal Holdings V |
|
220,000 |
|
Principal Holdings V GP |
|
220,000 |
|
Principal Holdings VIII |
|
17,173,970 |
|
Principal Holdings VIII GP |
|
17,173,970 |
|
AAA Guarantor |
|
605,555 |
|
AAA Investments |
|
605,555 |
|
AAA Associates |
|
605,555 |
|
AAA MIP |
|
605,555 |
|
AAA |
|
605,555 |
|
Intl Management |
|
605,555 |
|
Intl Management GP |
|
605,555 |
|
AAA Holdings |
|
1,569,625 |
|
AAA Holdings GP |
|
1,569,625 |
|
Management Holdings |
|
2,175,181 |
|
Management Holdings GP |
|
2,175,181 |
|
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
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.
Date: February 14, 2020
|
APOLLO INSURANCE SOLUTIONS GROUP LLC | ||
|
| ||
|
By: |
/s/ Angelo Lombardo | |
|
|
Angelo Lombardo | |
|
|
Senior Vice President, General Counsel and Secretary | |
|
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| |
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| |
|
AAM HOLDINGS, L.P. | ||
|
| ||
|
By: |
AAM GP Ltd. | |
|
|
its general partner | |
|
|
| |
|
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By: |
/s/ Angelo Lombardo |
|
|
|
Angelo Lombardo |
|
|
|
Senior Vice President, General Counsel and Secretary |
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| |
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| |
|
AAM GP LTD. | ||
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| |
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By: |
/s/ Angelo Lombardo | |
|
|
Angelo Lombardo | |
|
|
Senior Vice President, General Counsel and Secretary | |
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| |
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| |
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APOLLO LIFE ASSET LTD. | ||
|
| ||
|
By: |
/s/ William B. Kuesel | |
|
|
William B. Kuesel | |
|
|
Vice President | |
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| |
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| |
|
APOLLO PALMETTO ADVISORS, L.P. | ||
|
| ||
|
By: |
Apollo Palmetto Management, LLC | |
|
|
its general partner | |
|
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| |
|
|
By: |
/s/ William B. Kuesel |
|
|
|
William B. Kuesel |
|
|
|
Vice President |
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|
APOLLO PALMETTO MANAGEMENT, LLC | ||
|
| ||
|
By: |
/s/ William B. Kuesel | |
|
|
William B. Kuesel | |
|
|
Vice President |
|
APOLLO CAPITAL MANAGEMENT, L.P. | ||
|
| ||
|
By: |
Apollo Capital Management GP, LLC | |
|
|
its general partner | |
|
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| |
|
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By: |
/s/ William B. Kuesel |
|
|
|
William B. Kuesel |
|
|
|
Vice President |
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|
APOLLO CAPITAL MANAGEMENT GP, LLC | ||
|
| ||
|
By: |
/s/ William B. Kuesel | |
|
|
William B. Kuesel | |
|
|
Vice President | |
|
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| |
|
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| |
|
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 |
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|
|
APOLLO PRINCIPAL HOLDINGS IV GP, LTD. | ||
|
| ||
|
By: |
/s/ William B. Kuesel | |
|
|
William B. Kuesel | |
|
|
Vice President | |
|
|
|
|
|
|
|
|
|
APOLLO PRINCIPAL HOLDINGS V, L.P. | ||
|
| ||
|
By: |
Apollo Principal Holdings V GP, Ltd. | |
|
|
its general partner | |
|
|
| |
|
|
By: |
/s/ William B. Kuesel |
|
|
|
William B. Kuesel |
|
|
|
Vice President |
|
|
| |
|
|
| |
|
APOLLO PRINCIPAL HOLDINGS V GP, LTD. | ||
|
| ||
|
By: |
/s/ William B. Kuesel | |
|
|
William B. Kuesel | |
|
|
Vice President |
|
APOLLO PRINCIPAL HOLDINGS VIII, L.P. | |||||
|
| |||||
|
By: |
Apollo Principal Holdings VIII GP, Ltd. | ||||
|
|
its general partner | ||||
|
|
| ||||
|
|
By: |
/s/ William B. Kuesel | |||
|
|
|
William B. Kuesel | |||
|
|
|
Vice President | |||
|
|
|
| |||
|
|
|
| |||
|
APOLLO PRINCIPAL HOLDINGS VIII GP, LTD. | |||||
|
|
|
| |||
|
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 | |||
|
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|
| |||
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By: |
Apollo International Management L.P., | ||
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|
|
|
its managing general partner | ||
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| ||
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By: |
Apollo International Management GP, LLC | |
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its general partner | |
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| |
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By: |
/s/ William B. Kuesel |
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|
|
William B. Kuesel |
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Vice President |
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AAA INVESTMENTS, L.P. | |||||
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By: |
Apollo Alternative Assets, L.P. | ||||
|
|
its service provider | ||||
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| ||||
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By: |
Apollo International Management, L.P. | |||
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|
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its managing general partner | |||
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| |||
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By: |
Apollo International Management GP, LLC | ||
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its general partner | ||
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| ||
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|
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By: |
/s/ William B. Kuesel | |
|
|
|
|
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William B. Kuesel | |
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Vice President |
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AAA ASSOCIATES, L.P. | |||||
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Apollo Alternative Assets, L.P. | ||||
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its service provider | ||||
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Apollo International Management, L.P. | |||
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its managing general partner | |||
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Apollo International Management GP, LLC | ||
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its general partner | ||
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By: |
/s/ William B. Kuesel | |
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William B. Kuesel | |
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Vice President | |
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AAA MIP LTD. | |||||
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By: |
Apollo Alternative Assets, L.P. | ||||
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its service provider | ||||
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By: |
Apollo International Management, L.P. | |||
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its managing general partner | |||
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By: |
Apollo International Management GP, LLC | ||
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its general partner | ||
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By: |
/s/ William B. Kuesel | |
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William B. Kuesel | |
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Vice President | |
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APOLLO ALTERNATIVE ASSETS, L.P. | |||||
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By: |
Apollo International Management, L.P. | ||||
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its managing general partner | ||||
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By: |
Apollo International Management GP, LLC | |||
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its general partner | |||
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By: |
/s/ William B. Kuesel | ||
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William B. Kuesel | ||
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Vice President | ||
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APOLLO INTERNATIONAL MANAGEMENT, L.P. | |||||
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By: |
Apollo International Management GP, LLC | ||||
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its general partner | ||||
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By: |
/s/ William B. Kuesel | |||
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William B. Kuesel | |||
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Vice President |
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APOLLO INTERNATIONAL MANAGEMENT GP, LLC | ||
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By: |
/s/ William B. Kuesel | |
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William B. Kuesel | |
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Vice President | |
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AAA HOLDINGS, L.P. | ||
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By: |
AAA Holdings GP Ltd. | |
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its general partner | |
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By: |
/s/ John Suydam |
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John Suydam |
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Director |
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AAA HOLDINGS GP LTD. | ||
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By: |
/s/ John Suydam | |
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John Suydam | |
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Director | |
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APOLLO MANAGEMENT HOLDINGS, L.P. | ||
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By: |
Apollo Management Holdings GP, LLC, | |
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its general partner | |
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By: |
/s/ William B. Kuesel |
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William B. Kuesel |
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Vice President |
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APOLLO MANAGEMENT HOLDINGS GP, LLC | ||
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By: |
/s/ William B. Kuesel | |
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William B. Kuesel | |
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Vice President |