0000950142-22-000082.txt : 20220103 0000950142-22-000082.hdr.sgml : 20220103 20220103191443 ACCESSION NUMBER: 0000950142-22-000082 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211231 FILED AS OF DATE: 20220103 DATE AS OF CHANGE: 20220103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLACK LEON D CENTRAL INDEX KEY: 0001032666 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35107 FILM NUMBER: 22503508 MAIL ADDRESS: STREET 1: APOLLO ADVISORS LP STREET 2: 1301 AVENOE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Asset Management, Inc. CENTRAL INDEX KEY: 0001411494 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 208880053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9 West 57th Str CITY: new York STATE: ny ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 West 57th Str CITY: new York STATE: ny ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Apollo Global Management, Inc. DATE OF NAME CHANGE: 20190905 FORMER COMPANY: FORMER CONFORMED NAME: Apollo Global Management LLC DATE OF NAME CHANGE: 20070904 4 1 es210214361_4-aamblack.xml OWNERSHIP DOCUMENT X0306 4 2021-12-31 1 0001411494 Apollo Asset Management, Inc. AAM 0001032666 BLACK LEON D C/O ELYSIUM MANAGEMENT LLC 445 PARK AVENUE, SUITE 1401 NEW YORK NY 10022 0 0 1 0 Class A Common Stock 2021-08-20 4 G 0 1975000 0 D 11892605 D Class A Common Stock 2021-08-30 4 G 0 2200000 0 D 9692605 D Class A Common Stock 2022-01-01 4 U 0 9692605 D 0 D Apollo Operating Group units 2021-12-31 4 J 0 17215839 D Class A Common Stock 17215839 58084161 I See Footnote Apollo Operating Group units 2021-12-31 4 U 0 58084161 D Class A Common Stock 0 D Contribution of shares to a donor advised fund in accordance with the reporting person's previously disclosed intention to make such contributions over time. 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 FN3) (Con?t from FN2) 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. Prior to the Mergers, each Apollo Operating Group (?AOG?) unit represented a right to receive one share of Class A Common Stock of Apollo Global Management, Inc., subject to the restrictions and provisions set forth in the Agreement Among Principals, dated July 13, 2007, by and among the reporting person, Marc Rowan and Joshua Harris, AP Professional Holdings, L.P. (?AP Professional Holdings?), BRH Holdings L.P. (?BRH?) and the other parties thereto (the "Agreement Among Principals"), and the Seventh Amended and Restated Exchange Agreement, dated as of July 29, 2020, by and among AGM and the other parties thereto (the "Seventh A&R Exchange Agreement"). On December 31, 2021, BFP Partners, L.P., an estate planning vehicle for which voting and investment control are exercised by the reporting person, made a pro rata distribution to its limited partners, and such limited partners made further pro rata distributions to each of their limited partners, of the interests it holds in BRH, which holds approximately 90% of the limited partnership interests in AP Professional Holdings, the direct holder of the AOG units. The AOG units are the number of AOG units that the reporting person had a right to receive as an indirect limited partner in BRH, subject to the restrictions and provisions set forth in the Agreement Among Principals and the Seventh A&R Exchange Agreement. The AOG units were fully vested as of December 31, 2011 and do not expire. Pursuant to Instruction 4(c)(iii), this response has been left blank. By AP Professional Holdings. The reporting person is an indirect limited partner in BRH, which holds approximately 90% of the limited partnership interests in AP Professional Holdings, the direct holder of the AOG units. The AOG units are the number of AOG units that the reporting person has a right to receive as an indirect limited partner in BRH, subject to the restrictions and provisions set forth in the Agreement Among Principals and the Seventh A&R Exchange Agreement. In connection with that certain Exchange Implementation Agreement, dated December 31, 2021, by and among Holdings, AP Professional Holdings, BRH and the other parties thereto, the reporting person (a) sold and transferred on December 31, 2021, to APO Corp., a wholly-owned consolidated subsidiary of AGM, a portion of his AOG Units in exchange for an amount equal to $3.66 multiplied by 58,084,161, payable over a period of three years in equal quarterly installments and (b) exchanged on January 1, 2022, concurrently with the consummation of the Mergers, the remainder of his AOG units for 58,084,161 shares of common stock of Holdings. In connection with the Mergers, on December 31, 2021, immediately prior to the closing of the mergers, AP Professional Holdings distributed the AOG units to BRH, which distributed the AOG units to its limited partners. /s/ Leon D. Black 2022-01-03