SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person* Apollo Principal Holdings B, L.P. (Last) (First) (Middle) 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/12/2024	3. Issuer Name and Ticker or Trading Symbol Apollo S3 Private Markets Fund [ NONE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class I Shares of Beneficial Ownership	4,000	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Apollo Principal Holdings B, L.P. (Last) (First) (Middle) 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Apollo Principal Holdings B GP, LLC (Last) (First) (Middle) 9 W. 57TH STREET, 41ST FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* APO Corp. (Last) (First) (Middle) 100 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are held directly by Apollo Principal Holdings B, L.P. (as successor-in-interest to Apollo Principal Holdings VIII, L.P.). Apollo Principal Holdings B GP, LLC is the general partner of Apollo Principal Holdings B, L.P. The sole member of Apollo Principal Holdings B GP, LLC is APO Corp. Each of Apollo Principal Holdings B GP, LLC and APO Corp. disclaims beneficial ownership of these securities, except to the extent of their pecuniary interest therein, if any, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

This Form 3 reflects the beneficial ownership of the reporting persons after an internal reorganization that occurred on September 30, 2024, in which, among other things, Apollo Principal holdings B, L.P. became the successor-in-interest to Apollo Principal Holdings VIII, L.P. This internal reorganization did not involve any purchase or sale of securities of the Issuer.

	Apollo Principal Holdings B, L.P., By: Apollo Principal Holdings B GP, LLC, its general partner, Name: William B. Kuesel, Title: Vice President, /s/ William B. Kuesel	10/16/2024
	Apollo Principal Holdings B GP, L.P., Name: William B. Kuesel, Title: Vice President, /s/ William B. Kuesel	10/16/2024
	APO Corp., Name: William B. Kuesel, Title: Vice President, /s/ William B. Kuesel	10/16/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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