Sec Form 4 Filing - ROWAN MARC J @ Apollo Asset Management, Inc. - 2021-12-31

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
ROWAN MARC J
2. Issuer Name and Ticker or Trading Symbol
Apollo Asset Management, Inc. [ AAM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O APOLLO GLOBAL MANAGEMENT, INC, 9 WEST 57TH STREET, 43RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(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 01/01/2022 D 1,500,000 D 0 I See Footnote( 3 )
Class A Common Stock 01/01/2022 D 1,818,853 D 0 I See Footnote( 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 ( 5 ) 12/31/2021 D 24,500,000( 6 ) ( 7 ) ( 7 ) Class A Common Stock 24,500,000 ( 8 ) 0 I See Footnote( 3 )
Apollo Operating Group Units ( 5 ) 12/31/2021 D 6,481,402( 6 ) ( 7 ) ( 7 ) Class A Common Stock 6,481,402 ( 8 ) 0 I See Footnote( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROWAN MARC J
C/O APOLLO GLOBAL MANAGEMENT, INC
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X X Chief Executive Officer
Signatures
/s/ Marc J. Rowan 01/03/2022
Signature of Reporting Person Date
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 formerly 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").
( 2 )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. As of December 31, 2021, the closing marketprice of AGM's Class A common stock was $72.43 and the closing market price of AHL's Class A common shares was $83.33.
( 3 )By MJR Foundation LLC, an estate planning vehicle for which voting and investment control are exercised by the reporting person.
( 4 )By MJR Foundation Holdings LLC, an entity directly and indirectly wholly owned by the reporting person, which holds the shares of Class A common stock of the Issuer for the benefit of the reporting person.
( 5 )Prior to the Mergers, each Apollo Operating Group ("AOG") unit represented a right to receive one share of Class A common stock of AGM, subject to the restrictions and provisions set forth in 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 the AGM, AP Professional Holdings, L.P. and the other parties thereto (the "Seventh A&R Exchange Agreement").
( 6 )In connection with that certain Exchange Implementation Agreement, dated December 31, 2021, by and among Holdings, AP Professional Holdings, L.P., BRH Holdings, L.P. and the other parties thereto, affiliates of the reporting person (a) sold and transferred on December 31, 2021, to a wholly-owned consolidated subsidiary of AGM, a portion of certain of their AOG Units in exchange for an amount equal to $3.66 multiplied by the AOG Units held by such entity, payable over a period of three years in equal quarterly installments and (b) exchanged on January 1, 2022, concurrently with the consummation of the Mergers, the remaining portion of their AOG Units for a number of shares of common stock of Holdings equal to the AOG Units set forth in column 5 above.
( 7 )The AOG units were fully vested as of December 31, 2011 and do not expire.
( 8 )Pursuant to Instruction 4(c)(iii), this response has been left blank.
( 9 )By RWNM AOG Holdings LLC, an entity indirectly owned and controlled by the reporting person.

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