Apollo Principal Holdings III Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Apollo Principal Holdings III GP Ltd

(Last)

(First)

(Middle)

C/O INTERTRUST CORPORATE SERVICES

(CAYMAN) LIMITED, 190 ELGIN STREET

(Street)

GEORGE TOWN

KY1-9005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2021

3. Issuer Name and Ticker or Trading Symbol
Apollo Strategic Growth Capital II [ APGB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Ordinary Share, par value $0.0000625 per share	⁽¹⁾	⁽¹⁾	Class A Ordinary Share, par value $0.00025 per share	14,300,000	⁽¹⁾	I	See footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Apollo Principal Holdings III GP Ltd

(Last)

(First)

(Middle)

C/O INTERTRUST CORPORATE SERVICES

(CAYMAN) LIMITED, 190 ELGIN STREET

(Street)

GEORGE TOWN

KY1-9005

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

APSG Sponsor II, L.P.

(Last)

(First)

(Middle)

9 WEST 57TH STREET

43RD FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

AP Caps II Holdings GP, LLC

(Last)

(First)

(Middle)

C/O WALKERS CORPORATE LIMITED

CAYMAN CORPORATE CENTRE, 27 HOSPITAL RD.

(Street)

GEORGE TOWN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Apollo Principal Holdings III, L.P.

(Last)

(First)

(Middle)

C/O INTERTRUST CORPORATE SERVICES

(CAYMAN) LIMITED, 190 ELGIN STREET

(Street)

GEORGE TOWN

KY1-9005

(City)

(State)

(Zip)

Explanation of Responses:

1. See Exhibit 99.1.

	See signatures attached as Exhibit 99.2	02/09/2021
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Apollo Principal Holdings III Form 3Initial statement of insider ownership