Sec Form 4 Filing - BLACK LEON D @ 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
BLACK LEON D
2. Issuer Name and Ticker or Trading Symbol
Apollo Asset Management, Inc. [ AAM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ELYSIUM MANAGEMENT LLC, 445 PARK AVENUE, SUITE 1401
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2021
(Street)
NEW YORK, NY10022
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 08/20/2021 G( 1 ) 1,975,000 D $ 0 11,892,605 D
Class A Common Stock 08/30/2021 G( 1 ) 2,200,000 D $ 0 9,692,605 D
Class A Common Stock 01/01/2022 U( 2 )( 3 ) 9,692,605 D 0 D
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 ( 4 ) 12/31/2021( 5 ) J( 5 ) 17,215,839 ( 6 ) ( 6 ) Class A Common Stock 17,215,839 ( 7 ) 58,084,161 I See Footnote( 8 )
Apollo Operating Group units ( 4 ) 12/31/2021( 9 ) U( 9 ) 58,084,161 ( 6 ) ( 6 ) Class A Common Stock ( 4 ) ( 9 ) 0 D( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BLACK LEON D
C/O ELYSIUM MANAGEMENT LLC
445 PARK AVENUE, SUITE 1401
NEW YORK, NY10022
X
Signatures
/s/ Leon D. Black 01/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Contribution of shares to a donor advised fund in accordance with the reporting person's previously disclosed intention to make such contributions over time.
( 2 )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 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?). (Con?t in FN3)
( 3 )(Con?t from FN2) 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.
( 4 )Prior to the Mergers, each Apollo Operating Group (?AOG?) unit represented a right to receive one share of Class A Common Stock of Apollo Global Management, Inc., subject to the restrictions and provisions set forth in the Agreement Among Principals, dated July 13, 2007, by and among the reporting person, Marc Rowan and Joshua Harris, AP Professional Holdings, L.P. (?AP Professional Holdings?), BRH Holdings L.P. (?BRH?) and the other parties thereto (the "Agreement Among Principals"), and the Seventh Amended and Restated Exchange Agreement, dated as of July 29, 2020, by and among AGM and the other parties thereto (the "Seventh A&R Exchange Agreement").
( 5 )On December 31, 2021, BFP Partners, L.P., an estate planning vehicle for which voting and investment control are exercised by the reporting person, made a pro rata distribution to its limited partners, and such limited partners made further pro rata distributions to each of their limited partners, of the interests it holds in BRH, which holds approximately 90% of the limited partnership interests in AP Professional Holdings, the direct holder of the AOG units. The AOG units are the number of AOG units that the reporting person had a right to receive as an indirect limited partner in BRH, subject to the restrictions and provisions set forth in the Agreement Among Principals and the Seventh A&R Exchange Agreement.
( 6 )The AOG units were fully vested as of December 31, 2011 and do not expire.
( 7 )Pursuant to Instruction 4(c)(iii), this response has been left blank.
( 8 )By AP Professional Holdings. The reporting person is an indirect limited partner in BRH, which holds approximately 90% of the limited partnership interests in AP Professional Holdings, the direct holder of the AOG units. The AOG units are the number of AOG units that the reporting person has a right to receive as an indirect limited partner in BRH, subject to the restrictions and provisions set forth in the Agreement Among Principals and the Seventh A&R Exchange Agreement.
( 9 )In connection with that certain Exchange Implementation Agreement, dated December 31, 2021, by and among Holdings, AP Professional Holdings, BRH and the other parties thereto, the reporting person (a) sold and transferred on December 31, 2021, to APO Corp., a wholly-owned consolidated subsidiary of AGM, a portion of his AOG Units in exchange for an amount equal to $3.66 multiplied by 58,084,161, 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 remainder of his AOG units for 58,084,161 shares of common stock of Holdings.
( 10 )In connection with the Mergers, on December 31, 2021, immediately prior to the closing of the mergers, AP Professional Holdings distributed the AOG units to BRH, which distributed the AOG units to its limited partners.

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