Leon D. Black - Dec 31, 2021 Form 4 Insider Report for Apollo Asset Management, Inc. (AAM)

Role
10%+ Owner
Signature
/s/ Leon D. Black
Stock symbol
AAM
Transactions as of
Dec 31, 2021
Transactions value $
$0
Form type
4
Date filed
1/3/2022, 06:14 PM
Previous filing
Dec 22, 2021
Next filing
Jan 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AAM Class A Common Stock Gift $0 -1.98M -14.24% $0.00 11.9M Aug 20, 2021 Direct F1
transaction AAM Class A Common Stock Gift $0 -2.2M -18.5% $0.00 9.69M Aug 30, 2021 Direct F1
transaction AAM Class A Common Stock Disposition pursuant to a tender of shares in a change of control transaction -9.69M -100% 0 Jan 1, 2022 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AAM Apollo Operating Group units Other -17.2M -22.86% 58.1M Dec 31, 2021 Class A Common Stock 17.2M See Footnote F4, F5, F6, F7, F8
transaction AAM Apollo Operating Group units Disposition pursuant to a tender of shares in a change of control transaction -58.1M -100% 0 Dec 31, 2021 Class A Common Stock Direct F4, F6, F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Leon D. Black is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Contribution of shares to a donor advised fund in accordance with the reporting person's previously disclosed intention to make such contributions over time.
F2 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)
F3 (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.
F4 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").
F5 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.
F6 The AOG units were fully vested as of December 31, 2011 and do not expire.
F7 Pursuant to Instruction 4(c)(iii), this response has been left blank.
F8 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.
F9 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.
F10 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.