Sec Form 13G Filing - Apollo Management Holdings GP LLC filing for Chicken Soup for the Soul Entertainment Inc. (CSSE) - 2022-08-19

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Chicken Soup for the Soul Entertainment, Inc.

132 East Putnam Avenue, Floor 2W

Cos Cob, CT 06807

This statement is filed by (i) Redwood Holdco, LP (“Redwood”); (ii) Redwood GP, LLC (“Redwood GP”); (iii) New Outerwall, Inc. (“New Outerwall”); (iv) AP VIII Aspen Holdings, L.P. (“Aspen Holdings”); (v) AP VIII Aspen Holdings GP, LLC (“Aspen GP”); (vi) Apollo Management VIII, L.P. (“Management VIII”); (vii) AIF VIII Management, LLC (“AIF VIII”); (viii) Apollo Management, L.P. (“Apollo Management”); (ix) Apollo Management GP, LLC (“Management GP”); (x) Apollo Management Holdings, L.P. (“Management Holdings”); and (xi) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

Redwood and Aspen Holdings each hold securities of the Issuer.

The general partner of Redwood is Redwood GP. New Outerwall is the sole limited partner of Redwood and the sole member of Redwood GP. New Outerwall is an indirect majority owned subsidiary of Aspen Holdings. The general partner of Aspen Holdings is Aspen GP and Management VIII is the sole member of Aspen GP. AIF VIII serves as the general partner of Management VIII. Apollo Management serves as the sole member and manager of AIF VIII and Management GP serves as the general partner of Apollo Management. Management Holdings serves as the sole member and manager of Management GP. Management Holdings GP serves as the general partner of Management Holdings.

The principal address of each of Redwood, Redwood GP, and New Outerwall is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal address of each of Aspen Holdings, Aspen GP, Management VIII, AIF VIII, Apollo Management, Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

Redwood, Aspen Holdings, Management VIII, Apollo Management, and Management Holdings are each a Delaware limited partnership. New Outerwall is a Delaware corporation. Redwood GP, Aspen GP, AIF Management, Management GP, and Management Holdings GP are each a Delaware limited liability company.

Class A Common Stock, par value $0.0001 per share (“Common Stock”)

16842Q100

Not applicable.

In the aggregate, the Reporting Persons beneficially own 3,354,933 shares of Common Stock. The number of shares of Common Stock reported as beneficially owned in this Schedule 13G is as of August 11, 2022.

Redwood and Aspen Holdings each disclaim beneficial ownership of all shares of the Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose. The other Reporting Persons, and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Exchange Act or for any other purpose.

The percentages are based on 7,394,758 shares of Common Stock outstanding as of August 10, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 12, 2022, and 4,436,221 shares of Common Stock issued on August 11, 2022, as reported in the Issuer’s Form 8-K/A filed with the Securities and Exchange Commission on August 15, 2022.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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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: August 19, 2022

EXHIBIT 1

JOINT FILING AGREEMENT 

Chicken soup for the soul entertainment, inc.

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this Agreement be included as an Exhibit to such filing.  This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 19, 2022.