Statement of Changes in Beneficial Ownership (4)
03 Januar 2022 - 11:30PM
Edgar (US Regulatory)
FORM 4
[X] Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See Instruction
1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * BRH
Holdings GP, Ltd. |
2. Issuer Name and Ticker or Trading
Symbol Apollo Asset Management, Inc. [ AAM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
C/O APOLLO GLOBAL MANAGEMENT, INC., 9 WEST 57TH STREET,
43RD FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/31/2021
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|
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 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 |
|
Apollo Operating Group
units |
(1)(2)(3) |
12/31/2021 (5) |
|
J |
|
|
155633119 (5) |
(3) |
(4) |
Class A Common Stock |
(3) |
(5) |
0 |
I |
By AP Professional Holdings,
L.P. (6) |
| Explanation of
Responses: |
| (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) AGM was renamed Apollo Asset Management,
Inc. and (c) Holdings was renamed Apollo Global Management,
Inc. |
| (3) |
Prior to the Mergers, each
Apollo Operating Group ("AOG") unit represents 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, L.P. ("AP Professional
Holdings"), and the other parties thereto (the "Roll-Up
Agreement"), and the Seventh Amended and Restated Exchange
Agreement, dated July 29, 2020, by and among AGM, AP Professional
Holdings and the other parties thereto (the "Seventh A&R
Exchange Agreement"). |
| (4) |
The AOG units do not
expire. |
| (5) |
In connection with that
certain Exchange Implementation Agreement, dated December 31, 2021,
by and among Holdings, AP Professional Holdings, BRH Holdings, L.P.
and the other parties thereto, AP Professional Holdings distributed
all of its AOG units to its limited partners. |
| (6) |
The reporting person is the
sole general partner of AP Professional Holdings. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
BRH Holdings GP, Ltd.
C/O APOLLO GLOBAL MANAGEMENT, INC.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019 |
|
X |
|
|
Signatures
|
|
/s/ Jessica L. Lomm, as
Attorney-in-Fact |
|
1/3/2022 |
| **Signature of Reporting
Person |
Date |
Apollo Global Management (NYSE:APO)
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