Marc J Rowan Form 4 Apollo Global Management / MARC J ROWAN ownership change

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^*

ROWAN MARC J

(Last) (First) (Middle)

C/O APOLLO GLOBAL MANAGEMENT, INC.

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Apollo Global Management LLC [ APO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Senior Managing Director

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 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
Class A Shares	05/01/2017		M		1,250,000	A	(1)	1,250,000	I	See Footnote(2)
Class A Shares	05/01/2017		S		188,703	D	$26.8155(6)	1,061,297	I	See Footnote(7)

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 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
Apollo Operating Group units	(1)	05/01/2017		M			1,250,000	(3)	(3)	Class A Shares	1,250,000	(4)	0	I	See Footnote(2)
Apollo Operating Group units	(1)							(3)	(3)	Class A Shares	(1)		44,481,402	I	See Footnote(5)

Explanation of Responses:

1. Each Apollo Operating Group ("AOG") unit represents a right to receive one Class A share of Apollo Global Management, LLC (the "Issuer"), subject to the restrictions and provisions set forth in the Agreement Among Principals, dated July 13, 2007, by and among the reporting person, Leon Black and Joshua Harris (the "Agreement Among Principals"), and the Fifth Amended and Restated Exchange Agreement, dated as of April 28, 2017, by and among the Issuer, AP Professional Holdings, L.P. and the other parties thereto (the "Exchange Agreement").

2. By MJR Foundation LLC, an estate planning vehicle for which voting and investment control are exercised by the reporting person.

3. The AOG units were fully vested as of December 31, 2011 and do not expire.

4. Pursuant to Instruction 4(c)(iii), this response has been left blank.

5. By AP Professional Holdings, L.P. The reporting person is an indirect limited partner in BRH Holdings, L.P., which holds 90% of the limited partnership interests in AP Professional Holdings, L.P., the direct holder of the AOG units. The AOG units indirectly held by the reporting person are the number of AOG units that he has a right to receive as an indirect limited partner in BRH Holdings, L.P., subject to the restrictions and provisions set forth in the Agreement Among Principals and the Exchange Agreement.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.60 to $26.93, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. By MJR Foundation (Cayman) LLC, which is wholly owned directly and indirectly by MJR Foundation LLC. MJR Foundation (Cayman) LLC and MJR Foundation LLC are estate planning vehicles for which voting and investment control are exercised by the reporting person.

Remarks:

	/s/ Marc J. Rowan	05/02/2017
	** 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).
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