| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Apollo Realty Income Solutions, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
09/30/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons AAA Sub Fund 2-Y, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,408,736.71 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Apollo Aligned Alternatives Advisors, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,408,736.71 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons AAA Advisors GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,408,736.71 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons APH Holdings (DC), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,408,736.71 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 000000000 |
| 1 | Names of Reporting Persons Apollo Principal Holdings B GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,408,736.71 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 10.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Note 1: Represents 5,408,736.71 Class A-I units of ARIS Operating Partnership L.P. held of record as of the date of this statement by AAA Sub Fund 2-Y, L.P. ("AAA Sub-Fund"), which units may be redeemed for cash, or at the Issuer's option, for shares of common stock of the Issuer on a one-for-one basis.
Note 2: The denominator for this calculation is based on 50,729,000 shares of common stock, including units redeemable for shares of common stock, outstanding as of December 31, 2024, as reported in the Issuer's prospectus supplement filed with the U.S. Securities and Exchange Commission on January 21, 2025.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Apollo Realty Income Solutions, Inc. | |
| (b) | Address of issuer's principal executive
offices: 9 West 57th Street, 42nd Floor, New York, NY 10019 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by (i) AAA Sub Fund 2-Y, L.P.; (ii) Apollo Aligned Alternatives Advisors, L.P. ("AAA Advisors"); (iii) AAA Advisors GP, LLC ("AAA Advisors GP"); (iv) APH Holdings (DC), L.P. ("APH Holdings"); and (v) Apollo Principal Holdings B GP, LLC ("Apollo Principal Holdings B"). The foregoing are collectively referred to herein as the "Reporting Persons."
AAA Sub-Fund holds securities of the Issuer.
AAA Advisors is the general partner of AAA Sub-Fund. AAA Advisors GP is the general partner of AAA Advisors. APH Holdings is the managing member of AAA Advisors GP. Apollo Principal Holdings B is the general partner of APH Holdings. Apollo Principal Holdings B is managed by a board of managers consisting of Marc Rowan, Scott Kleinman and James Zelter. In connection with an internal reorganization, Apollo Principal Holdings IV GP, Ltd. ("Apollo Principal Holdings IV"), withdrew, and Apollo Principal Holdings B was admitted, as the general partner of APH Holdings. Following this reorganization, Apollo Principal Holdings IV no longer has beneficial ownership of any shares of common stock of the Issuer, ceased to be a Reporting Person and was dissolved. | |
| (b) | Address or principal business office or, if
none, residence: The address of AAA Sub-Fund and Apollo Principal Holdings B is 9 West 57th Street, 42nd Floor, New York, New York 10019. The address of each of AAA Advisors, AAA Advisors GP and APH Holdings is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. | |
| (c) | Citizenship: AAA Sub-Fund is a Delaware limited partnership.
AAA Advisors and APH Holdings are each Cayman Islands exempted limited partnerships.
AAA Advisors GP is a Cayman Islands limited liability company.
Apollo Principal Holdings B is a Delaware limited liability company. | |
| (d) | Title of class of securities: Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.: 000000000 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The responses of each Reporting Person to Rows 5, 6, 7, 8, 9 and 11 in the cover page to this Section 13G are incorporated herein by reference. | |
| (b) | Percent of class: 10.66 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Please see Row (5) of each Reporting Person's cover page. | ||
| (ii) Shared power to vote or to direct the
vote: Please see Row (6) of each Reporting Person's cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: Please see Row (7) of each Reporting Person's cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: Please see Row (8) of each Reporting Person's cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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 or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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. |
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Exhibit
Information |
Exhibit 99.1: Joint Filing Agreement dated February 7, 2025 |