Sec Form 4 Filing - Zelter James C @ Apollo Global Management, Inc. - 2021-12-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Zelter James C
2. Issuer Name and Ticker or Trading Symbol
Apollo Global Management, Inc. [ APO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Co-President
(Last) (First) (Middle)
C/O APOLLO GLOBAL MANAGEMENT, INC., 9 WEST 57TH STREET, 43RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/27/2021
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 12/27/2021 M 8,100 A 8,100 I Zelter APO Series LLC( 2 )
Class A Common Stock 6,384,865( 3 ) D
Class A Common Stock 1,061,256 I The James C. Zelter 2021 GRAT No. 1( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 ) 12/27/2021 M 8,100 ( 5 ) ( 5 ) Class A Common Stock 8,100 ( 6 ) 2,005,070 I See Footnote( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zelter James C
C/O APOLLO GLOBAL MANAGEMENT, INC.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X Co-President
Signatures
/s/ Jessica L. Lomm, as Attorney-in-Fact 12/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each Apollo Operating Group ("AOG") unit represents a right to receive one share of Class A common stock of Apollo Global Management, Inc. (the "Issuer"), 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, the Issuer, 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 as of July 29, 2020, by and among the Issuer, AP Professional Holdings and the other parties thereto (the "Seventh A&R Exchange Agreement").
( 2 )By Zelter APO Series LLC, a vehicle over which the reporting person exercises voting and investment control. This exchange transaction does not involve the sale of any shares of Class A Common Stock.
( 3 )Reported amount includes 6,093,476 vested and unvested restricted stock units ("RSUs") granted under the Apollo Global Management, Inc. 2019 OmnibusEquity Incentive Plan (the "Plan"). Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicableRSU award agreement, one share of Class A common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms ofthe applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.
( 4 )By The James C. Zelter 2021 GRAT No. 1, a vehicle over which the reporting person exercises voting and investment control.
( 5 )The AOG units were fully vested as of June 30, 2013 and do not expire.
( 6 )Pursuant to Instruction 4(c)(iii), this response has been left blank.
( 7 )By AP Professional Holdings. Zelter APO Series LLC and a trust for the benefit of the reporting person's family members for which the reporting person acts as a trustee (the "Trust") are limited partners in AP Professional Holdings, the direct holder of the AOG units. The AOG units indirectly held by Zelter APO Series LLC and the Trust are the number of AOG units that they have a right to receive as limited partners in AP Professional Holdings, subject to the restrictions and provisions set forth in the Roll-Up Agreement and the Seventh A&R Exchange Agreement, as further amended and restated. Zelter APO Series LLC became a limited partner in AP Professional Holdings following a transfer on December 24, 2021 of the reporting person's limited partnership interest in AP Professional Holdings.

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