4//SEC Filing
ROWAN MARC J 4
Accession 0000899243-22-000246
CIK 0001411494other
Filed
Jan 2, 7:00 PM ET
Accepted
Jan 3, 9:26 PM ET
Size
15.3 KB
Accession
0000899243-22-000246
Insider Transaction Report
Form 4
ROWAN MARC J
DirectorSenior Managing Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2022-01-01−1,818,853→ 0 total(indirect: See Footnote) - Disposition to Issuer
Apollo Operating Group Units
2021-12-31−24,500,000→ 0 total(indirect: See Footnote)→ Class A Common Stock (24,500,000 underlying) - Disposition to Issuer
Class A Common Stock
2022-01-01−1,500,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Apollo Operating Group Units
2021-12-31−6,481,402→ 0 total(indirect: See Footnote)→ Class A Common Stock (6,481,402 underlying)
Footnotes (9)
- [F1]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").
- [F2]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 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.
- [F3]By MJR Foundation LLC, an estate planning vehicle for which voting and investment control are exercised by the reporting person.
- [F4]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.
- [F5]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").
- [F6]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.
- [F7]The AOG units were fully vested as of December 31, 2011 and do not expire.
- [F8]Pursuant to Instruction 4(c)(iii), this response has been left blank.
- [F9]By RWNM AOG Holdings LLC, an entity indirectly owned and controlled by the reporting person.
Documents
Issuer
Apollo Asset Management, Inc.
CIK 0001411494
Entity typeother
Related Parties
1- filerCIK 0001032681
Filing Metadata
- Form type
- 4
- Filed
- Jan 2, 7:00 PM ET
- Accepted
- Jan 3, 9:26 PM ET
- Size
- 15.3 KB