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) 09/03/2021 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 09/03/2021 | M | 57,912 | A | $0(1) | 57,912 | I | See footnote(2) | ||
| Class A Common Stock | 09/03/2021 | S | 57,912 | D | $61.7437(3) | 0 | I | See footnote(2) | ||
| Class A Common Stock | 09/07/2021 | M | 75,032 | A | $0(1) | 75,032 | I | See footnote(2) | ||
| Class A Common Stock | 09/07/2021 | S | 74,727 | D | $61.8474(4) | 305 | I | See footnote(2) | ||
| Class A Common Stock | 09/07/2021 | S | 305 | D | $62.285(5) | 0 | I | See footnote(2) | ||
| Class A Common Stock | 1,350,000 | D | ||||||||
| Class A Common Stock | 1,800,000 | 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 | ||||||||
| Apollo Operating Group unit | (1) | 09/03/2021 | M | 57,912 | (7) | (7) | Class A Common Stock | 57,912 | (8) | 0 | I | See footnote(2) | |||
| Apollo Operating Group unit | (1) | 09/07/2021 | M | 75,032 | (7) | (7) | Class A Common Stock | 75,032 | (8) | 0 | I | See footnote(2) | |||
| Apollo Operating Group unit | (1) | (7) | (7) | Class A Common Stock | (1) | 36,274,714 | I | See footnote(9) | |||||||
| Explanation of Responses: |
| 1. Each Apollo Operating Group ("AOG") unit represents a right to receive one Class A share of Apollo Global Management, Inc. (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 Marc Rowan (the "Agreement Among Principals"), and the Seventh Amended and Restated Exchange Agreement, dated July 29, 2020, by and among the Issuer, AP Professional Holdings, L.P. and the other parties thereto (the "Exchange Agreement"). |
| 2. By MJH Partners Holdings, LLC, an estate planning vehicle for which voting and investment control are exercised by the reporting person. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.2900 to $62.2000, 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 Form 4. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.2400 to $62.2300, 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 Form 4. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.2600 to $62.3100, 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 Form 4. |
| 6. By MJH Partners Holdings II LLC, an estate planning vehicle for which voting and investment control are exercised by the reporting person. |
| 7. The AOG units were fully vested as of December 31, 2011 and do not expire. |
| 8. Pursuant to Instruction 4(c)(iii), this response has been left blank. |
| 9. By AP Professional Holdings, L.P. The reporting person is an indirect limited partner in BRH Holdings, L.P., which holds approximately 91% 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. |
| /s/ Joel Karansky, attorney-in-fact | 09/08/2021 | |
| ** 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. | ||