SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Zelter James C

(Last) (First) (Middle)
C/O APOLLO GLOBAL MANAGEMENT, INC.
9 WEST 57TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Apollo Global Management, Inc. [ APO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Co-President
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 09/05/2019 M 167,106 A (1) 2,543,866(2) D
Class A Common Stock 414,967 I Zelter APO Series LLC(3)
Class A Common Stock 54,774 I Zelter APO Series LLC 3/31/14(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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 (1) 09/05/2019 M 167,106 (5) (5) Class A Common Stock 167,106 (6) 0 D
Apollo Operating Group units (1) (5) (5) Class A Common Stock (1) 2,013,170 I See Footnote(7)
Explanation of Responses:
1. Following the Conversion (as defined in the Remarks), each Apollo Operating Group ("AOG") unit represents a right to receive one share of Class A common stock of Apollo Global Management, Inc. (the "Issuer"), 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, the Issuer, AP Professional Holdings, L.P. ("AP Professional Holdings"), and the other parties thereto (the "Roll-Up Agreement"), and the Fifth Amended and Restated Exchange Agreement, dated April 28, 2017, by and among the Issuer, AP Professional Holdings and the other parties thereto (the "Fifth A&R Exchange Agreement"), which was further amended and restated on September 5, 2019.
2. Reported amount includes 2,024,832 restricted stock units ("RSUs") granted under the Issuer's 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 share of Class A 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.
3. By Zelter APO Series LLC, a vehicle over which the reporting person exercises voting and investment control.
4. By Zelter APO Series LLC, 3/31/14 Series, a vehicle over which the reporting person exercises voting and investment control.
5. The AOG units were fully vested as of June 30, 2013 and do not expire.
6. Pursuant to Instruction 4(c)(iii), this response has been left blank.
7. By AP Professional Holdings. The reporting person and a trust for the benefit of the reporting person's family members for which the reporting person acts as a trustee (the "Trust") are limited partners in AP Professional Holdings, the direct holder of the AOG units. The AOG units indirectly held by the reporting person and the Trust are the number of AOG units that he or it has a right to receive as limited partners in AP Professional Holdings, subject to the restrictions and provisions set forth in the Roll-Up Agreement and the Fifth A&R Exchange Agreement, as further amended and restated.
Remarks:
On September 5, 2019, Apollo Global Management, LLC converted from a Delaware limited liability company to a Delaware corporation (the "Conversion") and changed its name to Apollo Global Management, Inc. As a result of the Conversion, each Class A share of Apollo Global Management, LLC was converted into a share of Class A common stock of Apollo Global Management, Inc. Following the Conversion, tax-free exchanges of AOG units under the Fifth A&R Exchange Agreement, as further amended and restated, will no longer be possible. Accordingly, Mr. Zelter has elected to exchange AOG units in connection with the Conversion. The AOG units were exchanged for shares of Class A common stock solely for purposes of charitable contributions. It is Mr. Zelter's intent to contribute the shares to charity or a donor advised fund over time.
/s/ James C. Zelter 09/09/2019
** Signature of Reporting Person Date
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