SEC FORM 4

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^*

Belardi James Richard

(Last)

(First)

(Middle)

C/O APOLLO GLOBAL MANAGEMENT, INC.

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO of Athene Holding Ltd.

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2022		A		175,786⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	175,786⁽³⁾	D
Common Stock	01/01/2022		A		182,826⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	182.826⁽⁴⁾	I	By James and Leslie Belardi Family Trust
Common Stock	01/01/2022		A		1,598,552⁽¹⁾⁽²⁾⁽⁵⁾	A	⁽¹⁾⁽²⁾	1,598,552	I	By Belardi 2019 GRAT
Common Stock	01/01/2022		A		203,131⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	203,131	I	By Belardi 2020 GRAT
Common Stock	01/01/2022		A		373,219⁽¹⁾⁽²⁾⁽⁶⁾	A	⁽¹⁾⁽²⁾	373,219	I	By Belardi Family Irrevocable Trust
Common Stock	01/01/2022		A		1,870,597⁽¹⁾⁽²⁾⁽⁷⁾	A	⁽¹⁾⁽²⁾	1,870,597	I	JB Athene Investments, LLC
Common Stock	01/01/2022		A		1,523,411⁽¹⁾⁽²⁾⁽⁸⁾	A	⁽¹⁾⁽²⁾	1,523,411	I	JB Athene Investments II, LLC

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$40.44⁽⁹⁾	01/01/2022		A		67,430⁽¹⁾⁽²⁾		⁽¹⁰⁾	02/22/2031	Common Stock	67,430	⁽¹⁾⁽²⁾	67,430	I	By James and Leslie Belardi Family Trust
Employee Stock Option (Right to Buy)	$41.82⁽⁹⁾	01/01/2022		A		76,153⁽¹⁾⁽²⁾		⁽¹¹⁾	02/27/2028	Common Stock	76,153	⁽¹⁾⁽²⁾	76,153	I	By James and Leslie Belardi Family Trust
Employee Stock Option (Right to Buy)	$36.94⁽⁹⁾	01/01/2022		A		74,033⁽¹⁾⁽²⁾		⁽¹¹⁾	04/03/2029	Common Stock	74,033	⁽¹⁾⁽²⁾	74,033	I	By James and Leslie Belardi Family Trust
Employee Stock Option (Right to Buy)	$43.26⁽⁹⁾	01/01/2022		A		66,990⁽¹⁾⁽²⁾		⁽¹²⁾	02/21/2030	Common Stock	66,990	⁽¹⁾⁽²⁾	66,990	I	By James and Leslie Belardi Family Trust
Employee Stock Option (Right to Buy)	$44.6⁽⁹⁾	01/01/2022		A		76,153⁽¹⁾⁽²⁾		⁽¹¹⁾	03/21/2027	Common Stock	76,153	⁽¹⁾⁽²⁾	76,153	I	By James and Leslie Belardi Family Trust
Employee Stock Option (Right to Buy)	$29.55⁽⁹⁾	01/01/2022		A		147,813⁽¹⁾⁽²⁾		⁽¹¹⁾	06/06/2026	Common Stock	147,813	⁽¹⁾⁽²⁾	147,813	I	By James and Leslie Belardi Family Trust

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) each common share (other than common shares held by AHL as treasury shares or by a subsidiary of AGM or AHL) or other equity interest of AHL was converted into the right to receive 1.149 shares of common stock or equivalent equity interest of Holdings, (c) AGM was renamed Apollo Asset Management, Inc. and (d) Holdings was renamed Apollo Global Management, Inc.

3. Reported amount includes 137,135 restricted stock units (?RSUs?). RSUs represent the right to receive shares of Apollo Global Management, Inc. pursuant to an equity plan administered by Apollo Global Management, Inc.

4. Reported amount includes 59,559 RSUs.

5. Amount includes 1,598,552 shares of AGM common stock issued as consideration upon the exchange of AHL warrants as contemplated by the Merger Agreement.

6. Amount includes 354,081 shares of AGM common stock issued as consideration upon the exchange of AHL warrants as contemplated by the Merger Agreement.

7. Amount includes 1,687,107 shares of AGM common stock issued as consideration upon the exchange of AHL warrants as contemplated by the Merger Agreement.

8. Amount includes 539,537 shares of AGM common stock issued as consideration upon the exchange of AHL warrants as contemplated by the Merger Agreement.

9. Exercise price calculated by dividing the exercise price in effect prior to the consummation of the Mergers by 1.149.

10. This option vests ratably on each of the first three anniversaries of the January 1, 2021 vesting start date.

11. This option is fully vested.

12. This option vests ratably on each of the first three anniversaries of the January 1, 2020 vesting start date.

	/s/ Jessica L. Lomm, as Attorney-in-Fact	01/04/2022
	** Signature of Reporting Person	Date
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