James C. Zelter - Dec 31, 2021 Form 4 Insider Report for Apollo Asset Management, Inc. (AAM)

Role: Co-President, Director
Signature: /s/ Jessica L. Lomm, as Attorney-in-Fact
Stock symbol: AAM
Transactions as of: Dec 31, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/3/2022, 06:42 PM
Previous filing: Dec 29, 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	Disposed to Issuer		-6.38M	-100%		0	Jan 1, 2022	Direct	F1, F2, F3, F10
transaction	AAM	Class A Common Stock	Disposed to Issuer		-1.06M	-100%		0	Jan 1, 2022	The James C. Zelter 2021 GRAT No. 1	F1, F2, F4, F10
transaction	AAM	Class A Common Stock	Disposed to Issuer		-8.1K	-100%		0	Jan 1, 2022	Zelter APO Series LLC	F1, F2, F5, F10

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	Disposed to Issuer		-1.19M	-100%		0	Dec 31, 2021	Class A Common Stock			Zelter APO Series LLC	F5, F6, F7, F8
transaction	AAM	Apollo Operating Group units	Disposed to Issuer		-813K	-100%		0	Dec 31, 2021	Class A Common Stock			GST-Exempt Family Trust under the James and Vivian Zelter Descendants Trust Agreement	F6, F7, F8, F9

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

Explanation of Responses:

Id	Content
F1	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)
F2	(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.
F3	Reported amount includes 6,093,476 vested and unvested restricted stock units ("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	By The James C. Zelter 2021 GRAT No. 1, a vehicle over which the reporting person exercises voting and investment control.
F5	By Zelter APO Series LLC, a vehicle over which the reporting person exercises voting and investment control.
F6	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").
F7	The AOG units were fully vested as of June 30, 2013 and do not expire.
F8	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, affiliates of the reporting person (a) sold and transferred on December 31, 2021, to a wholly-owned consolidated subsidiary of AGM, a portion of certain of their AOG Units in exchange for an amount equal to $3.66 multiplied by 2,005,070 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 remaining portion of their AOG units for 2,005,070 shares of common stock of Holdings.
F9	By GST-Exempt Family Trust under the James and Vivian Zelter Descendants Trust Agreement, a vehicle over which the reporting person exercises voting and investment control.
F10	As of December 31, 2021, the closing market price of AGM's Class A common stock was $72.43 and the closing market price of AHL's Class A common shares was $83.33.