UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  3)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of Section 18 of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This Amendment No. 3 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) by Mr. Leon D. Black (the “Reporting Person”), relating to the shares of the common stock, par value $0.00001 per share (“Common Stock”), of Apollo Global Management, Inc., a Delaware corporation (the “Issuer”) on January 11, 2022, as amended by Amendment No. 1 thereto filed with the Commission on May 27, 2022, and Amendment No. 2 thereto filed with the Commission on August 16, 2022 (as so amended, the “Schedule 13D”). This Amendment No. 3 is being filed to reflect recent transactions and to update the disclosure in Item 6. The Schedule 13D is hereby amended as follows:

Item 2. Identity and Background.

No material change.

Item 3. Source and Amount of Funds or Other Consideration.

No material change.

 Item 4. Purpose of Transaction.

No material change.

Item 5. Interest in Securities of the Issuer.

Reference to percentage ownership of the Common Stock in this Schedule 13D are based on 567,555,284

shares of Common Stock, issued and outstanding as of November 3, 023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2023.

(a) and (b)

As of the date of this Schedule 13D, Mr. Black is the beneficial owner of 44,604,773 shares of Common Stock (approximately 7.9% of the Common Stock), which he holds directly. Mr. Black has sole voting and sole dispositive power with respect to such shares.

By virtue of the agreements made pursuant to the Stockholders Agreement, the parties thereto, including the Reporting Person, may be deemed to be acting as a group for purposes of Rule 13d-3 under the Exchange Act. According to public filings, the parties to the Stockholders Agreement, as a group, beneficially own an aggregate of 152,841,675 shares of Common Stock (approximately 26.9% of the Common Stock). The Reporting Person disclaims beneficial ownership of any securities owned by such other parties. Only the shares of Common Stock beneficially owned by the Reporting Person are the subject of this Schedule 13D. For a description of the relationship between the Reporting Person and the other parties to the Stockholders Agreement, see Item 4.

(c)     On December 15, 2023, Mr. Black delivered 6,000,000 shares of Common Stock to the Socrates Trust, a trust established for the benefit of the family of Mr. Black, in partial satisfaction of previously contracted outstanding debt obligations. On February 16, 2024, Mr. Black contributed 125,000 shares to a charitable foundation in accordance with his previously disclosed intention to make such contributions over time.

(d)     Not applicable.

(e)     Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

As of the date of this Amendment No. 4, a total of 7,000,000 shares of Common Stock beneficially owned by the Reporting Person are held in one or more margin accounts subject to a standard margin loan arrangement. The Reporting Person does not have any current intention to sell any of such shares.

Item 7. Material to be Filed as Exhibits.

None.

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.

Date: February 20, 2024

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).