	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

ATHLON ENERGY INC.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

047477104

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 047477104

	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Athlon Holdings, L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power

			6		Shared Voting Power 0 shares of Common Stock

			7		Sole Dispositive Power

			8		Shared Dispositive Power 0 shares of Common Stock

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 0.0%

	12	Type of Reporting Person (See Instructions) PN

CUSIP No. 047477104

	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AP Overseas VII (Athlon FC) Holdings, L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power

			6		Shared Voting Power 0 shares of Common Stock

			7		Sole Dispositive Power

			8		Shared Dispositive Power 0 shares of Common Stock

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 0.0%

	12	Type of Reporting Person (See Instructions) PN

CUSIP No. 047477104

	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management VII, L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power

			6		Shared Voting Power 0 shares of Common Stock

			7		Sole Dispositive Power

			8		Shared Dispositive Power 0 shares of Common Stock

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 0.0%

	12	Type of Reporting Person (See Instructions) PN

CUSIP No. 047477104

	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). AIF VII Management, LLC

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power

			6		Shared Voting Power 0 shares of Common Stock

			7		Sole Dispositive Power

			8		Shared Dispositive Power 0 shares of Common Stock

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 0.0%

	12	Type of Reporting Person (See Instructions) OO

CUSIP No. 047477104

	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management, L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power

			6		Shared Voting Power 0 shares of Common Stock

			7		Sole Dispositive Power

			8		Shared Dispositive Power 0 shares of Common Stock

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 0.0%

	12	Type of Reporting Person (See Instructions) PN

CUSIP No. 047477104

	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management GP, LLC

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power

			6		Shared Voting Power 0 shares of Common Stock

			7		Sole Dispositive Power

			8		Shared Dispositive Power 0 shares of Common Stock

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 0.0%

	12	Type of Reporting Person (See Instructions) OO

CUSIP No. 047477104

	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings, L.P.

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power

			6		Shared Voting Power 0 shares of Common Stock

			7		Sole Dispositive Power

			8		Shared Dispositive Power 0 shares of Common Stock

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 0.0%

	12	Type of Reporting Person (See Instructions) PN

CUSIP No. 047477104

	1	Name of Reporting Persons. I.R.S. Identification Nos. of Above Persons (Entities Only). Apollo Management Holdings GP, LLC

	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		x

	3	SEC Use Only

	4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power

			6		Shared Voting Power 0 shares of Common Stock

			7		Sole Dispositive Power

			8		Shared Dispositive Power 0 shares of Common Stock

	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares of Common Stock

	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11	Percent of Class Represented by Amount in Row (9) 0.0%

	12	Type of Reporting Person (See Instructions) OO

Item 1.
	(a)	Name of Issuer Athlon Energy Inc.
	(b)	Address of Issuer’s Principal Executive Offices 420 Throckmorton Street, Suite 1200 Fort Worth, Texas 76102

Item 2.
	(a)	Name of Person Filing This statement is filed by (i) Apollo Athlon Holdings, L.P. (“Apollo Athlon”), (ii) AP Overseas VII (Athlon FC) Holdings, L.P. (“AP Overseas VII”), (iii) Apollo Management VII, L.P. (“Management VII”), (iv) AIF VII Management, LLC (“AIF VII LLC”), (v) Apollo Management, L.P. (“Apollo Management”), (vi) Apollo Management GP, LLC (“Apollo Management GP”), (vii) Apollo Management Holdings, L.P. (“Management Holdings”), and (viii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). Apollo Athlon and AP Overseas VII each previously held shares of Common Stock of the Issuer. Management VII is the manager of each of Apollo Athlon and AP Overseas VII. AIF VII LLC is the general partner of Management VII. Apollo Management is the sole member and manager of AIF VII LLC, and Apollo Management GP is the general partner of Apollo Management. Management Holdings is the sole member and manager of Apollo Management GP, and Management Holdings GP is the general partner of Management Holdings. Apollo Athlon, AP Overseas VII, Management VII, AIF VII LLC, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP are collectively referred to herein as the “Reporting Persons.”
	(b)	Address of Principal Business Office or, if none, Residence The principal office of each of Apollo Athlon and AP Overseas VII is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal office of each of Management VII, AIF VII LLC, Apollo Management, Apollo Management GP, Management Holdings and Management Holdings GP is 9 West 57th Street, New York, New York 10019.
	(c)	Citizenship Apollo Athlon, AP Overseas VII, Management VII, Apollo Management and Management Holdings are Delaware limited partnerships. AIF VII LLC, Apollo Management GP and Management Holdings GP are Delaware limited liability companies.
	(d)	Title of Class of Securities Common stock, par value $0.01 (the “Common Stock”).
	(e)	CUSIP Number 047477104

Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
	Not applicable.

Item 4.	Ownership.
	(a)	Amount beneficially owned: 0 for all Reporting Persons.
	(b)	Percent of class: 0.0% for all Reporting Persons.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote: 0 for all Reporting Persons.
		(ii)	Shared power to vote or to direct the vote: 0 for all Reporting Persons.
		(iii)	Sole power to dispose or to direct the disposition of: 0 for all Reporting Persons.
		(iv)	Shared power to dispose or to direct the disposition of: 0 for all Reporting Persons.

Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.

Item 8.	Identification and Classification of Members of the Group.
	Not applicable.

Item 9.	Notice of Dissolution of Group.
	Not applicable.

[The remainder of this page intentionally left blank.]

Item 10.	Certification
	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2015

APOLLO ATHLON HOLDINGS, L.P.

By:	Apollo Advisors VII (APO DC), L.P.
	its general partner

	By:	Apollo Advisors VII (APO DC-GP), LLC
		its general partner

		By:	/s/ Laurie D. Medley
		Name:	Laurie D. Medley
		Title:	Vice President


AP OVERSEAS VII (ATHLON FC) HOLDINGS, L.P.

By:	Apollo Advisors VII (APO DC), L.P.
	its general partner

	By:	Apollo Advisors VII (APO DC-GP), LLC
		its general partner

		By:	/s/ Laurie D. Medley
		Name:	Laurie D. Medley
		Title:	Vice President


APOLLO MANAGEMENT VII, L.P.

By:	AIF VII Management, LLC
	its general partner

	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President


AIF VII MANAGEMENT, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President

APOLLO MANAGEMENT, L.P.

By:	Apollo Management GP, LLC
	its general partner

	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President


APOLLO MANAGEMENT GP, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President


APOLLO MANAGEMENT HOLDINGS, L.P.

By:	Apollo Management Holdings GP, LLC
	Its General Partner

	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President


APOLLO MANAGEMENT HOLDINGS GP, LLC

By:	/s/ Laurie D. Medley
Name:	Laurie D. Medley
Title:	Vice President

Athlon Energy Inc. SC 13G/A