Sec Form 4 Filing - KLEINMAN SCOTT @ 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
KLEINMAN SCOTT
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Co-President
(Last) (First) (Middle)
C/O APOLLO ASSET 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 5,332,550( 1 )( 2 )( 3 ) D 0 D
Class A Common Stock 01/01/2022 D 41,676 D 0 I KRT Investments IX LLC( 5 )
Class A Common Stock 01/01/2022 D 9,391 D 0 I KRT Investments LLC( 6 )
Class A Common Stock 01/01/2022 D 518,521 D 0 I HCM APO Series LLC, Series A( 7 )
Class A Common Stock 01/01/2022 D 169,237 D 0 I HCM APO Series LLC, Series B( 8 )
Class A Common Stock 01/01/2022 D 373,035 D 0 I HCM APO Series LLC, Series C( 9 )
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 ( 10 ) 12/31/2021( 10 ) D 1,806,086( 12 ) ( 11 ) ( 11 ) Class A Common Stock ( 10 ) ( 12 ) 0 I KRT Delaware LLC( 13 )
Apollo Operating Group units ( 10 ) 12/31/2021( 10 ) D 227,719( 12 ) ( 11 ) ( 11 ) Class A Common Stock ( 10 ) ( 12 ) 0 I Kleinman Children's Trust( 14 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KLEINMAN SCOTT
C/O APOLLO ASSET MANAGEMENT, INC.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X Co-President
Signatures
/s/ Jessica L. Lomm, as Attorney-in-Fact 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 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 FN2)
( 2 )(Con't from FN1) 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.
( 3 )Reported amount includes 5,328,002 vested and unvested restricted stock units ("RSUs") granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan. Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one Class A share for each vested RSU. The unvested RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.
( 4 )As of December 31, 2021, the closing market price 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.
( 5 )By KRT Investments IX LLC ("Investments IX"). Investments IX is owned by the reporting person and a trust for the benefit of the reporting person's descendants and for which the reporting person's father acts as trustee. The reporting person disclaims beneficial ownership of the securities held by Investments IX, except to the extent of his direct or indirect pecuniary interest.
( 6 )By KRT Investments LLC. The reporting person disclaims beneficial ownership of the securities indirectly or directly held by KRT Investments LLC reported herein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 7 )By HCM APO Series LLC, Series A, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. Reported amount includes shares previously reported as held directly the reporting person.
( 8 )By HCM APO Series LLC, Series B, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control.
( 9 )By HCM APO Series LLC, Series C, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control. Reported amount includes 142,987 shares previously reported as directly held by the reporting person.
( 10 )Prior to the Mergers, each Apollo Operating Group ("AOG") unit represents a right to receive one share of Class A common stock of AGM, 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, AGM, 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 July 29, 2020, by and among AGM, AP Professional Holdings and the other parties thereto (the "Seventh A&R Exchange Agreement").
( 11 )The AOG units were fully vested as of June 30, 2013 and do not expire.
( 12 )In connection with that certain Exchange Implementation Agreement, dated December 31, 2021, by and among Holdings, AP Professional Holdings, 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 2,033,805, 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 2,033,805 shares of common stock of Holdings.
( 13 )By KRT Delaware LLC, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control.
( 14 )By Kleinman Children's Trust, a vehicle directly and indirectly wholly owned by the reporting person over which the reporting person exercises voting and investment control.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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