Form 4 for APO Apollo Global Management

Accepted 2022-01-03 00:00:00 ET · period of report 2022-01-01 · accession 0000899243-22-000251 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
MI	2022-01-03	2022-01-01	APO	ROWAN MARC J	See Remarks, Dir	A - Grant	—	+33.26M	26.78M	New	—
	2022-01-03	2022-01-01	APO	ROWAN MARC J	See Remarks, Dir	A - Grant	—	+1.82M	1.82M	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2022-01-01	A	A	2,282,555	—	2,282,555	I See Footnote	—	—	(F3) On January 1, 2022, upon the consummation of the Mergers, (a) each share of common stock (other than shares held by Old AGM as treasury shares or by a subsidiary of Old AGM) or other equity interest of Old AGM was converted into one share of common stock or equivalent equity interest of the Issuer, (b) each share of common stock (other than shares held by AHL as treasury shares or by a subsidiary of AHL) or other equity interest of AHL was converted into 1.149 shares of common stock or equivalent equity interest of the Issuer, (c) Old AGM was renamed Apollo Asset Management, Inc. and (d) the Issuer was renamed Apollo Global Management, Inc. (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 (NKA Apollo Asset Management, Inc.) ("Old AGM"), Athene Holding Ltd, a Bermuda exempted company ("AHL"), Tango Holdings, Inc., a Delaware corporation and formerly a direct wholly owned subsidiary of Old AGM (Tango Holdings, Inc. is NKA Apollo Global Management, Inc., the "Issuer") , Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of the Issuer ("AHL Merger Sub"), and (F2) (continued from Footnote 1) Green Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer ("AGM Merger Sub"), AGM Merger Sub merged with and into Old AGM with Old AGM as the surviving corporation and a direct subsidiary of the Issuer (the "AGM Merger"), and AHL Merger Sub merged with and into AHL with AHL as the surviving corporation and a direct subsidiary of the Issuer (the "AHL Merger", and together with the AGM Merger, the "Mergers"). (F4) By MJR Foundation LLC, an estate planning vehicle for which voting and investment control are exercised by the reporting person.
2	Common	Common Stock	2022-01-01	A	A	6,481,402	—	6,481,402	I	—	—	(F5) In connection with that certain Exchange Implementation Agreement, dated December 31, 2021, by and among the Issuer, AP Professional Holdings, L.P., BRH Holdings, L.P. and the other parties thereto, affiliates of the reporting person exchanged Apollo Operating Group ("AOG") Units concurrently with the consummation of the Mergers for shares of common stock of the Issuer. Prior to the Mergers, each AOG unit represented a right to receive one share of Class A common stock of Old AGM, subject to the restrictions and provisions set forth in the the Agreement Among Principals, dated July 13, 2007, by and among the reporting person, Leon Black and Joshua Harris, AP Professional Holdings, L.P., BRH Holdings L.P. and the other parties thereto, and the Seventh Amended and Restated Exchange Agreement, dated July 29, 2020, by and among Old AGM, AP Professional Holdings, L.P. and the other parties thereto.
3	Common	Common Stock	2022-01-01	A	A	1,818,853	—	1,818,853	D See Footnote	—	—	(F3) On January 1, 2022, upon the consummation of the Mergers, (a) each share of common stock (other than shares held by Old AGM as treasury shares or by a subsidiary of Old AGM) or other equity interest of Old AGM was converted into one share of common stock or equivalent equity interest of the Issuer, (b) each share of common stock (other than shares held by AHL as treasury shares or by a subsidiary of AHL) or other equity interest of AHL was converted into 1.149 shares of common stock or equivalent equity interest of the Issuer, (c) Old AGM was renamed Apollo Asset Management, Inc. and (d) the Issuer was renamed Apollo Global Management, Inc. (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 (NKA Apollo Asset Management, Inc.) ("Old AGM"), Athene Holding Ltd, a Bermuda exempted company ("AHL"), Tango Holdings, Inc., a Delaware corporation and formerly a direct wholly owned subsidiary of Old AGM (Tango Holdings, Inc. is NKA Apollo Global Management, Inc., the "Issuer") , Blue Merger Sub, Ltd., a Bermuda exempted company and a direct wholly owned subsidiary of the Issuer ("AHL Merger Sub"), and (F2) (continued from Footnote 1) Green Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Issuer ("AGM Merger Sub"), AGM Merger Sub merged with and into Old AGM with Old AGM as the surviving corporation and a direct subsidiary of the Issuer (the "AGM Merger"), and AHL Merger Sub merged with and into AHL with AHL as the surviving corporation and a direct subsidiary of the Issuer (the "AHL Merger", and together with the AGM Merger, the "Mergers"). (F6) By RWNM AOG Holdings LLC, an entity indirectly owned and controlled by the reporting person.
4	Common	Common Stock	2022-01-01	A	A	24,500,000	—	26,782,555	I See Footnote	—	—	(F5) In connection with that certain Exchange Implementation Agreement, dated December 31, 2021, by and among the Issuer, AP Professional Holdings, L.P., BRH Holdings, L.P. and the other parties thereto, affiliates of the reporting person exchanged Apollo Operating Group ("AOG") Units concurrently with the consummation of the Mergers for shares of common stock of the Issuer. Prior to the Mergers, each AOG unit represented a right to receive one share of Class A common stock of Old AGM, subject to the restrictions and provisions set forth in the the Agreement Among Principals, dated July 13, 2007, by and among the reporting person, Leon Black and Joshua Harris, AP Professional Holdings, L.P., BRH Holdings L.P. and the other parties thereto, and the Seventh Amended and Restated Exchange Agreement, dated July 29, 2020, by and among Old AGM, AP Professional Holdings, L.P. and the other parties thereto. (F4) By MJR Foundation LLC, an estate planning vehicle for which voting and investment control are exercised by the reporting person.