|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
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 1474 (9-02) |
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 Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: 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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
KLEINMAN SCOTT C/O APOLLO GLOBAL MANAGEMENT, INC. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
X | Co-President (See Remarks) |
/s/ Jessica L. Lomm, as Attorney-in-Fact | 01/03/2022 | |
**Signature of Reporting Person | Date |
* | 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) | 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 (?AGM?), Athene Holding Ltd, a Bermuda exempted company (?AHL?), Tango Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of AGM (?Holdings?), Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of Holdings (?AHL Merger Sub?), and Green Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdings (?AGM Merger Sub?), AGM Merger Sub merged with and into AGM with AGM as the surviving corporation and a direct subsidiary of Holdings (the ?AGM Merger?), and AHL Merger Sub merged with and into AHL with AHL as the surviving corporation and a direct subsidiary of Holdings (the ?AHL Merger?, and together with the AGM Merger, the ?Mergers?). (Con?t in FN2) |
(2) | (Con?t from FN1) On January 1, 2022, upon the consummation of the Mergers, (a) each share of common stock (other than shares held by AGM as treasury shares or by a subsidiary of AGM) or other equity interest of AGM was converted into one share of common stock or equivalent equity interest of Holdings, (b) each common share (other than common shares held by AHL as treasury shares or by a subsidiary of AGM or AHL) or other equity interest of AHL was converted into the right to receive 1.149 shares of common stock or equivalent equity interest of Holdings, (c) AGM was renamed Apollo Asset Management, Inc. and (d) Holdings was renamed Apollo Global Management, Inc. |
(3) | Reported amount includes 328,002 vested and unvested restricted stock units (?RSUs?). RSUs represent the right to receive shares of Apollo Global Management, Inc. pursuant to an equity plan administered by Apollo Global Management, Inc. |
(4) | Held by KRT Investments LLC. The reporting person disclaims beneficial ownership of the securities indirectly or directly held by KRT Investments LLC reported herein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(5) | Held by KRT Investments VII LLC, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. |
(6) | Held by KRT Investments IX LLC ("Investments IX"). Investments IX is owned by the reporting person and a trust for the benefit of the reporting person's descendants and for which the reporting person's father acts as trustee. The reporting person disclaims beneficial ownership of the securities held by Investments IX, except to the extent of his direct or indirect pecuniary interest. |
(7) | In connection with that certain Exchange Implementation Agreement, dated December 31, 2021, by and among Holdings, AP Professional Holdings, L.P., BRH Holdings, L.P. and the other parties thereto, affiliates of the reporting person exchanged on January 1, 2022, concurrently with the consummation of the Mergers, their Apollo Operating Group (?AOG?) units for shares of common stock of Holdings. Prior to the Mergers, each AOG unit represented a right to receive one share of Class A common stock of AGM, subject to the restrictions and provisions set forth in the reporting person's Roll-Up Agreement, dated July 13, 2007, by and among the reporting person, AGM, AP Professional Holdings, and the other parties thereto and the Seventh Amended and Restated Exchange Agreement, dated July 29, 2020, by and among AGM, AP Professional Holdings and the other parties thereto. |
(8) | Held by KRT Delaware LLC, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. |
(9) | Held by The Kleinman Children's Trust, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. |
(10) | Held by The Kleinman Descendant's GST-Exempt Trust, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. |
(11) | Held by HCM APO Series LLC, Series A, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. |
(12) | Held by HCM APO Series LLC, Series B, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. |
(13) | Held by HCM APO Series LLC, Series C, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. |
Remarks: Co-President of Apollo Asset Management, Inc. |