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* Frio Holdings LLC (Last) (First) (Middle) TWO MANHATTANVILLE ROAD (Street) PURCHASE NY 10577 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/05/2006	3. Issuer Name and Ticker or Trading Symbol Goodman Global Inc [ GGL ]
		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)
Common Stock	32,646,078(1)(2)(3)	D
9.5% Series A Preferred Stock(4)	153,505.2294(2)(3)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Frio Holdings LLC (Last) (First) (Middle) TWO MANHATTANVILLE ROAD (Street) PURCHASE NY 10577 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* APOLLO INVESTMENT FUND V LP (Last) (First) (Middle) TWO MANHATTANVILLE ROAD (Street) PURCHASE NY 10577 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* APOLLO OVERSEAS PARTNERS V LP (Last) (First) (Middle) TWO MANHATTANVILLE ROAD (Street) PURCHASE NY 10577 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* APOLLO NETHERLANDS PARTNERS V A LP (Last) (First) (Middle) TWO MANHATTANVILLE ROAD (Street) PURCHASE NY 10577 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* APOLLO NETHERLANDS PARTNERS V B LP (Last) (First) (Middle) TWO MANHATTANVILLE ROAD (Street) PURCHASE NY 10577 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* APOLLO MANAGEMENT V LP (Last) (First) (Middle) TWO MANHATTANVILLE ROAD (Street) PURCHASE NY 10577 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* APOLLO ADVISORS V LP (Last) (First) (Middle) TWO MANHATTANVILLE ROAD, (Street) PURCHASE NY 10577 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects the 7.580345-for-1 stock split to be effected in connection with the Issuer's initial public offering of its common stock.

2. Frio Holdings LLC is the record owner of the shares of common stock and preferred stock of the Issuer reported as beneficially owned above. Apollo Investment Fund V, L.P., Apollo Overseas Partners V, L.P., Apollo Netherlands Partners V(A), L.P. and Apollo Netherlands Partners V(B), L.P. (collectively, the "Apollo Funds") are all members of Frio Holdings LLC. Apollo Management V, L.P. ("Management V") serves as the manager of the Apollo Funds and the Reporting Person. Apollo Advisors V, L.P. ("Advisors V") is the general or managing partner of each of the Apollo Funds. AIF V Management, Inc. ("AIF V") is the general partner of Management V. Apollo Capital Management V, Inc. ("ACM V") is the general partner of Advisors V.

3. Each of the Apollo Funds, Advisors V, Management V, AIF V, ACM V and Messrs. Leon Black and John Hannan, the executive officers and directors of AIF V and ACM V, disclaim ownership of all shares in excess of their pecuniary interests, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has a pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. The Issuer intends to use part of the proceeds from the initial public offering of its common stock to redeem all of the shares of preferred stock.

	/s/ Patricia M. Navis, Vice President of AIF V Management, Inc., General Partner of Apollo Management V, L.P., Manager of Frio Holdings LLC	04/05/2006
	/s/ Patricia M. Navis, Vice President of Apollo Capital Management V, Inc., General Partner of Apollo Advisors V, L.P., General Partner of Apollo Investment Fund V, L.P.	04/05/2006
	/s/ Patricia M. Navis, Vice President of Apollo Capital Management V, Inc., General Partner of Apollo Advisors V, L.P., Managing Partner of Apollo Overseas Partners V, L.P.	04/05/2006
	/s/ Patricia M. Navis, Vice President of Apollo Capital Management V, Inc., General Partner of Apollo Advisors V, L.P., Managing Partner of Apollo Netherlands Partners V(A), L.P.	04/05/2006
	/s/ Patricia M. Navis, Vice President of Apollo Capital Management V, Inc., General Partner of Apollo Advisors V, L.P., Managing Partner of Apollo Netherlands Partners V(B), L.P.	04/05/2006
	/s/ Patricia M. Navis, Vice President of AIF V Management, Inc., General Partner of Apollo Management V, L.P.	04/05/2006
	/s/ Patricia M. Navis, Vice President of Apollo Capital Management V, Inc., General Partner of Apollo Advisors V, L.P.	04/05/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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