Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Athene Group Ltd
 2. Issuer Name and Ticker or Trading Symbol
Apollo Commercial Real Estate Finance, Inc. [ARI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

C/O WALKER CORPORATE SERVICES LIMITED, WALKER HOUSE, 87 MARY STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


GEORGE TOWN, E9 KY1-9005		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 11/10/2011   J 0 (1) A $ (1) 3,257,366 (1) I See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Athene Group Ltd
C/O WALKER CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET
GEORGE TOWN, E9 KY1-9005		     X    
LIBERTY LIFE INSURANCE CO
2000 WADE HAMPTON BLVD
GREENVILLE, SC 29615		     X    
INVESTORS INSURANCE CORP
2970 HARTLEY ROAD
SUITE 300
JACKSONVILLE, FL 32257		     X    
Athene Asset Management LLC
818 MANHATTAN BEACH BLVD
SUITE 100
MANHATTAN BEACH, CA 90266		     X    
Apollo Life Asset Ltd.
C/O WALKER CORPORATE SERVICES LIMITED
WALKER HOUSE, 87 MARY STREET
GEORGE TOWN, E9 KY1-9005		     X    
Apollo Capital Management, L.P.
9 WEST 57TH STREET 43RD FLOOR
NEW YORK, NY 10019		     X    
Apollo Capital Management GP, LLC
9 WEST 57TH STREET 43RD FLOOR
NEW YORK, NY 10019		     X    
Apollo Management Holdings, L.P.
9 W. 57TH STREET 43RD FLOOR
NEW YORK, NY 10019		     X    
Apollo Management Holdings GP, LLC
9 W. 57TH STREET 43RD FLOOR
NEW YORK, NY 10019		     X    
Athene Holding Ltd
96 PITTS BAY ROAD
PEMBROKE, D0 HM08		     X    

Signatures

[see signatures attached as Exhibit 99.2] 1 12/09/2011
**Signature of Reporting Person Date
[see signatures attached as Exhibit 99.2] 2 12/09/2011
**Signature of Reporting Person Date
[see signatures attached as Exhibit 99.2] 3 12/09/2011
**Signature of Reporting Person Date
[see signatures attached as Exhibit 99.2] 4 12/09/2011
**Signature of Reporting Person Date
[see signatures attached as Exhibit 99.2] 5 12/09/2011
**Signature of Reporting Person Date
[see signatures attached as Exhibit 99.2] 6 12/09/2011
**Signature of Reporting Person Date
[see signatures attached as Exhibit 99.2] 7 12/09/2011
**Signature of Reporting Person Date
[see signatures attached as Exhibit 99.2] 8 12/09/2011
**Signature of Reporting Person Date
[see signatures attached as Exhibit 99.2] 9 12/09/2011
**Signature of Reporting Person Date
[see signatures attached as Exhibit 99.2] 10 12/09/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) See Exhibit 99.1.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.