Amended Statement of Beneficial Ownership (sc 13d/a)
26 Juin 2023 - 11:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 4)*
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
APOLLO GLOBAL
MANAGEMENT, INC.
(Name
of Issuer)
Common stock,
par value $0.00001 per share
(CUSIP
Number)
03769M 106
(Title
of Class of Securities)
Joshua Harris
404 Washington Avenue, PH 810
Miami
Beach, FL 33139
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 22,
2023
(Date
of Event which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Act”), or otherwise subject to the liabilities of Section 18 of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 03769M 106 | Page 2 of 7 |
SCHEDULE 13D
1 |
NAME OF REPORTING
PERSON
Joshua Harris |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b) ☒ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
6 |
CITIZENSHIP OR
PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
34,786,690 |
8 |
SHARED VOTING
POWER
-0- |
9 |
SOLE DISPOSITIVE
POWER
34,786,690 |
10 |
SHARED DISPOSITIVE
POWER
-0- |
11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,786,690 |
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
6.1% (1) |
13 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
14 |
TYPE OF REPORTING
PERSON
IN |
|
|
|
|
|
(1) The percentage
ownership is based on 567,403,760 shares of common stock, par value $0.00001 per share (“Common Stock”), of Apollo
Global Management, Inc. (the “Issuer”) issued and outstanding as of May 5, 2023, as reported in the Issuer’s
Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 9,
2023. The Common Stock for which MJH Partners II LLC and MJH Partners III LLC are reported to have sole voting power and sole dispositive
power in this Schedule 13D are included in the number of Common Stock reported in this Schedule 13D for which Mr. Harris has sole voting
power and sole dispositive power.
CUSIP No. 03769M 106 | Page 3 of 7 |
SCHEDULE 13D
1 |
NAME OF REPORTING
PERSON
MJH Partners
II LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b) ☒ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
6 |
CITIZENSHIP OR
PLACE OF ORGANIZATION
DE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
33,741,683 |
8 |
SHARED VOTING
POWER
-0- |
9 |
SOLE DISPOSITIVE
POWER
33,741,683 |
10 |
SHARED DISPOSITIVE
POWER
-0- |
11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,741,683 |
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
5.9% (1) |
13 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
14 |
TYPE OF REPORTING
PERSON
PN |
|
|
|
|
|
(1) The percentage ownership
is based on 567,403,760 shares of common stock, par value $0.00001 per share, of the Issuer issued and outstanding as of May 5, 2023,
as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 9, 2023.
CUSIP No. 03769M 106 | Page 4 of 7 |
SCHEDULE 13D
1 |
NAME OF REPORTING
PERSON
MJH Partners
III LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b) ☒ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
6 |
CITIZENSHIP OR
PLACE OF ORGANIZATION
DE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
4,000,000 |
8 |
SHARED VOTING
POWER
-0- |
9 |
SOLE DISPOSITIVE
POWER
4,000,000 |
10 |
SHARED DISPOSITIVE
POWER
-0- |
11 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000,000 |
12 |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
0.70%(1) |
13 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
14 |
TYPE OF REPORTING
PERSON
PN |
|
|
|
|
|
(1) The percentage ownership
is based on 567,403,760 shares of common stock, par value $0.00001 per share, of the Issuer issued and outstanding as of May 5, 2023,
as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on May 9, 2023.
CUSIP No. 03769M 106 | Page 5 of 7 |
SCHEDULE 13D
This Amendment No.
4 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) by
Joshua Harris and MJH Partners II LLC on January 11, 2022, relating to the shares of the common stock, par value $0.00001 per share (“Common
Stock”), of Apollo Global Management, Inc., a Delaware corporation (the “Issuer”) (as so amended, the “Schedule
13D”). This Amendment No. 4 is being filed to reflect (i) the transfer by MJH Partners II LLC of 1,000,000 shares of Common
Stock to MJH Partners III LLC, an estate planning vehicle for which Joshua Harris exercises voting and investment control and (ii) the
entry into delayed draw variable share forward sale transactions by MJH Partners III LLC which relate to 1,000,000 shares of Common Stock.
Item 3. Source
and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is amended
by adding the following sentence immediately after the last paragraph of such item:
No funds or consideration was paid for
the transfer by MJH Partners II LLC of 1,000,000 shares of Common Stock to MJH Partners III LLC.
Item 4. Purpose
of Transaction.
Item 4 of the Schedule 13D is amended
by adding the following paragraphs immediately prior to the penultimate paragraph of such item:
On June 22, 2023, MJH Partners II LLC
contributed and transferred 1,000,000 shares of Common Stock to MJH Partners III LLC.
On June 22, 2023, MJH Partners III LLC
(the “Counterparty”), entered into a Delayed Draw Variable Share Forward Sale Transaction with JPMorgan Chase Bank,
National Association (the “Bank”) pursuant to a Master Confirmation entered into between the Counterparty and the
Bank, dated May 31, 2023 (the “Forward Contract”). The Forward Contract obligates the Counterparty to deliver to the
Bank, on specified dates in July and August of 2028 (each, a “Settlement Date”), at the Counterparty’s option,
up to an aggregate number of shares of the Issuer’s Common Stock equal to the number of shares of Common Stock pledged by the Counterparty
or, subject to certain conditions, an equivalent amount of cash.
The Forward Contract obligates the Counterparty
to deliver to the Bank up to an aggregate number of shares of the Issuer’s Common Stock equal to the number of shares of Common
Stock pledged by the Counterparty or, subject to certain conditions and at the Counterparty’s option, an equivalent amount of cash.
The Counterparty pledged an aggregate of 1,000,000 shares of the Issuer’s Common Stock (the “Pledged Shares”)
to secure its obligations under the Forward Contract. The Counterparty retains ownership and voting and ordinary dividend rights in the
Pledged Shares during the term of the pledge (and thereafter if the Counterparty settles the Forward Contract in cash), subject to certain
payments the Counterparty may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms
of the Forward Contract, the Counterparty may, at its election, subject to certain terms and conditions, receive a prepayment from the
Bank with respect to some or all portions of
CUSIP No. 03769M 106 | Page 6 of 7 |
SCHEDULE 13D
the transactions covered by the Forward
Contract, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity
of the transactions.
For each of the twenty-five components
of the Forward Contract for which a prepayment has been paid to the Counterparty by the Bank, the number of shares of the Issuer’s
Common Stock to be delivered to the Bank on each Settlement Date (or on which to base the amount of cash to be delivered to the Bank
on such Settlement Date) is to be determined as follows: (a) if the per-share volume weighted average price of the Issuer’s Common
Stock on the related valuation date (the “Settlement Price”) is less than or equal to a floor price that will be determined
following a hedging period (the “Floor Price”), the Counterparty will deliver to the Bank 40,000 shares (i.e., the
ratable portion of the Pledged Shares to be delivered with respect to each Settlement Date) (such number of shares, the “Number
of Shares”); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined following
a hedging period (the “Cap Price”), the Counterparty will deliver to the Bank a number of shares of the Issuer’s
Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of
which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the Counterparty will deliver to the
Bank a number of shares of the Issuer’s Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the
numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which
is the Settlement Price.
For each of the twenty-five components
of the Forward Contract for which a prepayment has not been paid to the Counterparty by the Bank, the number of shares of the Issuer’s
Common Stock to be delivered to the Bank on each Settlement Date (or on which to base the amount of cash to be delivered to the Bank
on such Settlement Date) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay
to the Counterparty the Cap Price multiplied by the Number of Shares, and the Counterparty will deliver to the Bank a number of shares
equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, the Counterparty will deliver to the Bank a
number of shares equal to the Number of Shares, and the Bank will pay to the Counterparty the Floor Price multiplied by the Number of
Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by
either party.
Item 7. Material
to be Filed as Exhibits.
Exhibit 3: Form of Delayed Draw Variable
Share Forward Sale Contract*
* Previously filed.
CUSIP No. 03769M 106 | Page 7 of 7 |
SCHEDULE 13D
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 26, 2023
|
/s/ Joshua Harris |
|
Joshua Harris |
|
MJH PARTNERS II LLC |
|
|
|
|
|
By: |
/s/ Joshua Harris |
|
|
Name: Joshua Harris |
|
|
Title: President |
|
MJH PARTNERS III LLC |
|
|
|
|
|
By: |
/s/ Joshua Harris |
|
|
Name: Joshua Harris |
|
|
Title: President |
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