Statement of Changes in Beneficial Ownership (4)
03 Janvier 2022 - 11:30PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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BRH Holdings GP, Ltd. |
2. Issuer Name and Ticker or Trading Symbol
Apollo Asset Management, Inc.
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AAM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O APOLLO GLOBAL MANAGEMENT, INC., 9 WEST 57TH STREET, 43RD FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2021 |
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Apollo Operating Group units | (1)(2)(3) | 12/31/2021 (5) | | J | | | 155633119 (5) | (3) | (4) | Class A Common Stock | (3) | (5) | 0 | I | By AP Professional Holdings, L.P. (6) |
Explanation of Responses: |
(1) | 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) |
(2) | (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. |
(3) | 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"). |
(4) | The AOG units do not expire. |
(5) | 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, AP Professional Holdings distributed all of its AOG units to its limited partners. |
(6) | The reporting person is the sole general partner of AP Professional Holdings. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BRH Holdings GP, Ltd. C/O APOLLO GLOBAL MANAGEMENT, INC. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
| X |
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Signatures
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/s/ Jessica L. Lomm, as Attorney-in-Fact | | 1/3/2022 |
**Signature of Reporting Person | Date |
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