James C. Zelter - Dec 1, 2021 Form 4 Insider Report for Apollo Global Management, Inc. (APO)

Role: Co-President, Director
Signature: /s/ Jessica L. Lomm, as Attorney-in-Fact
Stock symbol: APO
Transactions as of: Dec 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/3/2021, 04:04 PM
Previous filing: Nov 18, 2021
Next filing: Dec 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	APO	Class A Common Stock	Award	$0	+3M	+221.01%	$0.00	4.36M	Dec 1, 2021	Direct	F1, F2, F3, F7, F8
transaction	APO	Class A Common Stock	Award	$0	+2M	+45.9%	$0.00	6.36M	Dec 1, 2021	Direct	F4, F5
holding	APO	Class A Common Stock						1.06M	Dec 1, 2021	The James C. Zelter 2021 GRAT No. 1	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of fully vested restricted stock units ("RSUs") that were granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (the "Plan"). Each such RSU represents the contingent right to receive one share of Class A common stock of the Issuer (the "Class A shares") in January 2027, provided that the reporting person on such date is subject to continued employment, or a good leaver departure (including a termination without cause, resignation with good reason or death or disability, each as defined in the applicable employment agreement) through such date. If the reporting person voluntarily resigns or retires (not with good reason) before December 31, 2026, delivery of the shares underlying the vested RSUs will be delayed until January 2032. (cont'd on FN 2)
F2	(cont'd from FN 1) No shares under these RSUs will be delivered if the reporting person breaches the restrictive covenants in the applicable employment agreement in any material respect or is terminated for Cause or terminates employment at a time when the reporting person could have been terminated for Cause.
F3	Reported amount includes 4,042,986 vested and unvested RSUs granted under the Plan. Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of Class A common stock of the Issuer for each vested RSU. The unvested RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.
F4	Consists of unvested RSUs that were granted under the Plan. These RSUs represent the contingent right to receive one Class A share for each vested RSU and vest in January 2027, provided the reporting person remains in service through such date. These RSUs have certain accelerated vesting provisions for good leaver terminations as described in the applicable award agreements. No shares under these RSUs will be delivered if the reporting person breaches the restrictive covenants in any material respect or is terminated for Cause or terminates employment at a time when the reporting person could have been terminated for Cause.
F5	Reported amount includes 6,042,986 vested and unvested RSUs granted under the Plan.
F6	By The James C. Zelter 2021 GRAT No. 1, a vehicle over which the reporting person exercises voting and investment control.
F7	The reported amount of RSUs will decrease by a number equal to the value of existing unvested carried interest awards that will be relinquished for vested transfer-restricted shares in the Exchange (as defined below).
F8	Concurrently with the completion of the Apollo-Athene merger, the reporting person has agreed to exchange his unvested limited partner and similar carried interest rights for shares of common stock of the post-merger issuer (the "Exchange"). The shares delivered in the Exchange will be subject to transfer restrictions on the same terms as the delivery schedule for shares underlying the vested RSUs (January 2027 for continued employment and good leaver situations, and January 2032 for resignations prior to January 1, 2027). Those shares will be subject to the same forfeiture and clawback provisions for the violation of restrictive covenants and engaging in Cause termination conduct, and the same restrictions on transferability, as shares underlying the RSUs, and the issuance of such shares will reduce the shares eligible to be delivered under the vested RSUs described in footnote (7) above.