Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Apollo Origination II (UL) Capital Trust (Name of Issuer) |
Common shares of beneficial interest, par value $0.001 per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
David W. Blass, Esq. Simpson Thacher & Bartlett LLP, 900 G Street, N.W. Washington, DC, 20001 212-455-2000 Steven Grigoriou, Esq. Simpson Thacher & Bartlett LLP, 900 G Street, N.W. Washington, DC, 20001 212-455-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/19/2025 (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.
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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Apollo Direct Lending Fund II (Unlevered AIV), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,342,275.98 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Apollo Direct Lending Advisors II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,342,275.98 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Apollo Origination Advisors II GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,342,275.98 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
APH Holdings (DC), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,342,275.98 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Apollo Principal Holdings B GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
26,342,275.98 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common shares of beneficial interest, par value $0.001 per share | |
| (b) | Name of Issuer:
Apollo Origination II (UL) Capital Trust | |
| (c) | Address of Issuer's Principal Executive Offices:
9 West 57th Street, 42nd Floor, New York,
NEW YORK
, 10019. | |
Item 1 Comment:
This Amendment No. 4 ("Amendment No. 4") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on April 8, 2025, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on August 8, 2025, as amended by Amendment No. 2 filed with the Securities and Exchange Commission on September 15, 2025 and as amended by Amendment No. 3 filed with the Securities and Exchange Commission on November 25, 2025 (as amended, the "Schedule 13D") relating to the common shares of beneficial interest, par value $0.001 per share (the "Common Shares"), of Apollo Origination II (UL) Capital Trust, a Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the "1940 Act") (the "Issuer" or the "Company"). Except as set forth herein, the initial Schedule 13D remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the initial Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented to add the following: The information set forth in Items 4, 5 and 6 hereof is hereby incorporated by reference into this Item 3. On December 17, 2025, the Issuer delivered a capital drawdown notice to Apollo Direct Lending Fund II (Unlevered AIV), L.P. (formerly known as Apollo Origination Partnership II (Unlevered AIV), L.P.), pursuant to which Apollo Direct Lending Fund II (Unlevered AIV), L.P. was obligated to make a capital contribution to purchase 3,143,491.1243 Common Shares at $27.04 per Common Share for an aggregate purchase price of $85,000,000. The purchase closed on December 19, 2025 when NAV was finalized and the Common Shares were deemed issued on December 19, 2025. The Common Shares were paid for from Apollo Direct Lending Fund II (Unlevered AIV), L.P.'s invested capital. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) |
(a) Items 5(a)-(c) of the Schedule 13D are hereby amended and restated in their entirety as follows: The information set forth in Items 3 and 6 hereof is hereby incorporated by reference into this Item 4. Calculation of the percentage of the Common Shares beneficially owned is based on 26,342,275.9848 Common Shares outstanding as of the date hereof, as disclosed by the Issuer to the Reporting Persons. The aggregate number and percentage of the Common Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. Apollo Direct Lending Fund II (Unlevered AIV), L.P. directly holds 26,342,275.9848 Common Shares. Apollo Direct Lending Advisors II, L.P. (formerly known as Apollo Origination Advisors II, L.P.) is the general partner of Apollo Direct Lending Fund II (Unlevered AIV), L.P. Apollo Origination Advisors II GP, LLC is the general partner of Apollo Direct Lending Advisors II, L.P. The sole member of Apollo Origination Advisors II GP, LLC is APH Holdings (DC), L.P. Apollo Principal Holdings B GP, LLC is the general partner of APH Holdings (DC), L.P. Apollo Principal Holdings B GP, LLC is managed by a board of managers consisting of Marc Rowan, Scott Kleinman and James Zelter. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or Messrs. Rowan, Kleinman and Zelter is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each Reporting Person and Messrs. Rowan, Kleinman and Zelter expressly disclaims beneficial ownership of such Common Shares and any assertion or presumption that they and the other persons on whose behalf this statement is filed constitute a "group." | |
| (b) | (b) See 5(a) above. | |
| (c) | (c) Information set forth under Item 3 of this Schedule 13D is incorporated by reference herein. Except as set forth in this Schedule 13D, none of the Reporting Persons, to the best of the knowledge of such persons, has effected any transaction in the Common Shares since the filing of Amendment No. 3 with the Securities and Exchange Commission on November 25, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented to add the following: The information set forth in Items 3 and 4 hereof is hereby incorporated by reference into this Item 6. Pursuant to the Subscription Agreement, the Reporting Persons have agreed to purchase Common Shares from the Issuer for an aggregate purchase price of up to $800,000,000. As of the date hereof, $213,000,000 of the Reporting Persons' Capital Commitments have been drawn down by the Issuer. Additional purchases of Common Shares for a purchase price up to the Capital Commitment may occur in one or more subsequent closings on dates to be selected by the Issuer in accordance with the Subscription Agreement. The purchase price for future drawdown dates will be the Drawdown Purchase Price (as defined therein). As previously disclosed, the assignability and transferability of the Common Shares are governed by the Amended and Restated Agreement and Declaration of Trust and the Subscription Agreement, each of which imposes substantial restrictions on transfers. Except for the matters described herein, the Reporting Persons have no contract, arrangement, understanding or relationship (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented to add the following exhibit: Exhibit No. Description 99.1 Signature Page | ||
| 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.
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