MJH Partners II Form 4 Apollo Global Management / JOSHUA HARRIS ownership change

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^*

HARRIS JOSHUA

(Last)

(First)

(Middle)

404 WASHINGTON AVE

PH 810

(Street)

MIAMI

33139

(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
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2024

4. 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 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)

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)
Forward Sale Contract (obligation to sell)⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	10/01/2024		J/K		1⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	1⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnote⁽⁷⁾⁽⁸⁾
Forward Sale Contract (obligation to sell)⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	10/02/2024		J/K		1⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	1⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I	See Footnote⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

HARRIS JOSHUA

(Last)

(First)

(Middle)

404 WASHINGTON AVE

PH 810

(Street)

MIAMI

33139

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MJH Partners II LLC

(Last)

(First)

(Middle)

404 WASHINGTON AVE

PH 810

(Street)

MIAMI

33139

(City)

(State)

(Zip)

Explanation of Responses:

1. On October 1, 2024, MJH Partners III LLC ("MJHP III"), a wholly-owned subsidiary of MJH Partners II LLC ("MJHP II"), entered into a delayed draw variable share forward sale transaction with an unaffiliated bank ("Bank 1") pursuant to a Master Confirmation entered into between MJHP III and Bank 1, dated February 20, 2024 (the "Bank 1 Agreement"). On October 2, 2024, MJHP III entered into a delayed draw variable share forward sale transaction with another unaffiliated bank ("Bank 2" and, together with Bank 1, the "Banks") pursuant to a Master Confirmation entered into between MJHP III and Bank 2, dated September 19, 2023 (the "Bank 2 Agreement" and, together with the Bank 1 Agreement, the "Agreements"). Each Agreement relates to up to 500,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligates MJHP III to deliver to each Bank up to 500,000 shares of Common Stock... (Continued in Footnote 2)

2. (Continued from Footnote 1) ... (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

3. MJHP III pledged (i) 500,000 shares of Common Stock (the "Bank 1 Pledged Shares") to secure its obligations under the Bank 1 Agreement and (ii) 500,000 shares of Common Stock to secure its obligations under the Bank 2 Agreement (the "Bank 2 Pledged Shares" and, together with the Bank 1 Pledged Shares, the "Pledged Shares"), and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledges (and thereafter if MJHP III settles the Agreements in cash), subject to certain payments MJHP III may need to make to the Banks with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Banks with respect to some or all portions of the transactions covered by the Agreements, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions.

4. Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be based on the volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to such Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined based on the... (Continued in Footnote 5)

5. (Continued from Footnote 4) ...volume-weighted average price at which such Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to such Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, MJHP III will deliver to such Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

6. Under each Agreement, on the relevant settlement date for each of the up to twelve components for which a prepayment has not been paid to MJHP III by the applicable Bank, the number of shares of Common Stock to be delivered to such Bank (or on which to base the amount of cash to be delivered to such Bank) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, such Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to such Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, MJHP III will deliver to such Bank a number of shares equal to the Number of Shares, and such Bank will pay to MJHP III the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.

7. MJHP III is a wholly-owned subsidiary of MJHP II, an estate planning vehicle, each of which is an affiliate of Joshua Harris ("JH") for which voting and investment control are exercised by JH.

8. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Remarks:

Each of the Reporting Persons may be deemed to be a member of a "group" for the purposes of the Securities Exchange Act of 1934 by virtue of being a party to the Apollo Global Management, Inc. Stockholders Agreement. The Reporting Persons disclaim beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the applicable Reporting Person. This report shall not be deemed an admission that the Reporting Persons are a member of a group or the beneficial owner of any securities not directly owned by the applicable Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the securities except to the extent of his or its pecuniary interest therein.

	By: /s/ Joshua Harris	10/03/2024
	By: MJH Partners II LLC, By: /s/ Joshua Harris, Authorized Signatory	10/03/2024
	** 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 4 (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).
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MJH Partners II Form 4Apollo Global Management / JOSHUA HARRIS ownership change