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*
Zelter James C

(Last) (First) (Middle)
C/O APOLLO GLOBAL MANAGEMENT, LLC
9 WEST 57TH STREET, 43RD FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/29/2011
3. Issuer Name and Ticker or Trading Symbol
Apollo Global Management LLC [ APO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Managing Dir - Capital Markets
5. 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 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)
Class A shares 251,679 D
Class A shares 347,272(1) 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
Apollo Operating Group units (2) (2) Class A shares 2,401,920 (3) I By AP Professional Holdings, L.P.(4)
Explanation of Responses:
1. Represents restricted share units ("RSUs") granted under the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan. Each RSU represents the contingent right to receive, in accordance with the issuance schedule set forth in the applicable RSU award agreement, one Class A share for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, provided the reporting person remains in service through the applicable vesting date.
2. Subject to accelerated vesting in certain circumstances as set forth in the reporting person's Roll-Up Agreement, dated July 13, 2007, by and among the reporting person, the Issuer, AP Professional Holdings, L.P. and the other parties party thereto, the Apollo Operating Group (AOG) units vest in equal monthly installments of 33,360 units through June 30, 2013. Of these units, 1,467,840 units have vested as of the date hereof.
3. Each AOG unit represents a right to receive one Class A share, subject to the restrictions and provisions set forth in the reporting person's Roll-Up Agreement described in footnote (2) above and the Exchange Agreement, dated July 13, 2007, by and between the Issuer and AP Professional Holdings, L.P.
4. The reporting person is a limited partner in AP Professional Holdings, L.P., the direct holder of the AOG units. The AOG units indirectly held by the reporting person are the number of AOG units that he has a right to receive as a limited partner in AP Professional Holdings, L.P., subject to the restrictions and provisions set forth in the Roll-Up Agreement described in footnote (1) above and the Exchange Agreement described in footnote (3) above.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Jessica Lomm, attorney-in-fact 03/29/2011
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.