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

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
03 Jan 2022, 18:14:43 UTC
Prior SEC filing
22 Dec 2021
Next SEC filing
03 Jan 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Leon D. Black

Key filing fact

Leon D. Black filed Form 4 for Apollo Asset Management, Inc. on 03 Jan 2022.

Key facts

  • This page summarizes Leon D. Black's Form 4 filing for Apollo Asset Management, Inc..
  • 5 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 03 Jan 2022, 18:14.

Change

  • Previous filing in this sequence was filed on 22 Dec 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AAM transaction

Class A Common Stock

Gift

Transaction value
$0
Shares
-1,975,000
Change %
-14%
Price
$0.000000
Shares after
11,892,605
Date
20 Aug 2021
Ownership
Direct
Footnotes
F1
AAM transaction

Class A Common Stock

Gift

Transaction value
$0
Shares
-2,200,000
Change %
-18%
Price
$0.000000
Shares after
9,692,605
Date
30 Aug 2021
Ownership
Direct
Footnotes
F1
AAM transaction

Class A Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares
-9,692,605
Change %
-100%
Price
Shares after
0
Date
01 Jan 2022
Ownership
Direct
Footnotes
F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AAM transaction Derivative

Apollo Operating Group units

Other

Transaction value
Shares
-17,215,839
Change %
-23%
Price
Shares after
58,084,161
Date
31 Dec 2021
Ownership
See Footnote
Underlying class
Class A Common Stock
Underlying amount
17,215,839
Exercise price
Footnotes
F4, F5, F6, F7, F8
AAM transaction Derivative

Apollo Operating Group units

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares
-58,084,161
Change %
-100%
Price
Shares after
0
Date
31 Dec 2021
Ownership
Direct
Underlying class
Class A Common Stock
Underlying amount
Exercise price
Footnotes
F4, F6, F9, F10
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Leon D. Black is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 10 footnotes

Footnote 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.

Footnote 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)

Footnote 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.

Footnote 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").

Footnote 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.

Footnote F6

The AOG units were fully vested as of December 31, 2011 and do not expire.

Footnote F7

Pursuant to Instruction 4(c)(iii), this response has been left blank.

Footnote 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.

Footnote 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.

Footnote 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.

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