Sec Form 4 Filing - Zelter James C @ Apollo Global Management, Inc. - 2022-01-05

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
Zelter James C
2. Issuer Name and Ticker or Trading Symbol
Apollo Global Management, Inc. [ APO]
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 GLOBAL MANAGEMENT, INC., 9 WEST 57TH STREET, 43RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2022
(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
Common Stock 01/05/2022 F 11,708( 1 ) D $ 72.77 6,373,157( 2 ) D
Common Stock 1,206,159 I The James C. Zelter 2021 GRAT No. 1( 3 )
Common Stock 1,200,000 I Zelter APO Series LLC( 4 )
Common Stock 857,361 I GST-Exempt Family Trust Under the James and Vivian Zelter Descendants Trust Agreement( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zelter James C
C/O APOLLO GLOBAL MANAGEMENT, INC.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY10019
X Co-President
Signatures
/s/ Jessica L. Lomm, as Attorney-in-Fact 01/07/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of shares of common stock of the Issuer withheld by the Issuer in order to satisfy the minimum tax withholding obligations of the reporting person arising in connection with the delivery of common stock underlying vested restricted stock units ("RSUs") that were granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (the "Plan"). Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one share of common stock for each vested RSU. The 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.
( 2 )Reported amount includes 5,967,251 RSUs granted under the Plan. As previously disclosed, in connection with the completion of the merger involving the Issuer and Athene Holding Ltd. that occurred on January 1, 2022, the reporting person exchanged his unvested limited partner and similar carried interests rights for shares of common stock of the Issuer subject to the same forfeiture and clawback provisions for the violation of restrictive covenants and engaging in Cause termination conduct, and the same restrictions on transferability, as the RSUs that were reduced as a result of such exchange. The reported amount reflects a reduction in the number of vested RSUs by 126,225 RSUs, which RSUs were reduced on account of the issuance of an equal number of shares of common stock in the exchange.
( 3 )By The James C. Zelter 2021 GRAT No. 1, a vehicle over which the reporting person exercises voting and investment control.
( 4 )By Zelter APO Series LLC, a vehicle over which the reporting person exercises voting and investment control.
( 5 )By GST-Exempt Family Trust under the James and Vivian Zelter Descendants Trust Agreement, a vehicle over which the reporting person exercises voting and investment control.

Remarks:
Co-President of Apollo Asset Management, Inc.

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).
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