SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Apollo Global Management, Inc. [ APO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/01/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/01/2022 | A | 2,282,555 | A | (1)(2)(3) | 2,282,555 | I | See Footnote(4) | ||
Common Stock | 01/01/2022 | A | 24,500,000 | A | (5) | 26,782,555 | I | See Footnote(4) | ||
Common Stock | 01/01/2022 | A | 1,818,853 | A | (1)(2)(3) | 1,818,853 | D | |||
Common Stock | 01/01/2022 | A | 6,481,402 | A | (5) | 6,481,402 | I | See Footnote(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On January 1, 2022, pursuant to the Agreement and Plan of Merger, dated as of March 8, 2021 (the "Merger Agreement"), by and among Apollo Global Management, Inc., a Delaware corporation (NKA Apollo Asset Management, Inc.) ("Old AGM"), Athene Holding Ltd, a Bermuda exempted company ("AHL"), Tango Holdings, Inc., a Delaware corporation and formerly a direct wholly owned subsidiary of Old AGM (Tango Holdings, Inc. is NKA Apollo Global Management, Inc., the "Issuer") , Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of the Issuer ("AHL Merger Sub"), and |
2. (continued from Footnote 1) Green Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer ("AGM Merger Sub"), AGM Merger Sub merged with and into Old AGM with Old AGM as the surviving corporation and a direct subsidiary of the Issuer (the "AGM Merger"), and AHL Merger Sub merged with and into AHL with AHL as the surviving corporation and a direct subsidiary of the Issuer (the "AHL Merger", and together with the AGM Merger, the "Mergers"). |
3. On January 1, 2022, upon the consummation of the Mergers, (a) each share of common stock (other than shares held by Old AGM as treasury shares or by a subsidiary of Old AGM) or other equity interest of Old AGM was converted into one share of common stock or equivalent equity interest of the Issuer, (b) each share of common stock (other than shares held by AHL as treasury shares or by a subsidiary of AHL) or other equity interest of AHL was converted into 1.149 shares of common stock or equivalent equity interest of the Issuer, (c) Old AGM was renamed Apollo Asset Management, Inc. and (d) the Issuer was renamed Apollo Global Management, Inc. |
4. By MJR Foundation LLC, an estate planning vehicle for which voting and investment control are exercised by the reporting person. |
5. In connection with that certain Exchange Implementation Agreement, dated December 31, 2021, by and among the Issuer, AP Professional Holdings, L.P., BRH Holdings, L.P. and the other parties thereto, affiliates of the reporting person exchanged Apollo Operating Group ("AOG") Units concurrently with the consummation of the Mergers for shares of common stock of the Issuer. Prior to the Mergers, each AOG unit represented a right to receive one share of Class A common stock of Old AGM, subject to the restrictions and provisions set forth in the the Agreement Among Principals, dated July 13, 2007, by and among the reporting person, Leon Black and Joshua Harris, AP Professional Holdings, L.P., BRH Holdings L.P. and the other parties thereto, and the Seventh Amended and Restated Exchange Agreement, dated July 29, 2020, by and among Old AGM, AP Professional Holdings, L.P. and the other parties thereto. |
6. By RWNM AOG Holdings LLC, an entity indirectly owned and controlled by the reporting person. |
Remarks: |
Chief Executive Officer Member of a 10% owner group |
/s/ Marc Rowan | 01/03/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |