0000950103-24-001876.txt : 20240207 0000950103-24-001876.hdr.sgml : 20240207 20240207163247 ACCESSION NUMBER: 0000950103-24-001876 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240205 FILED AS OF DATE: 20240207 DATE AS OF CHANGE: 20240207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARRIS JOSHUA CENTRAL INDEX KEY: 0001106636 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41197 FILM NUMBER: 24604778 MAIL ADDRESS: STREET 1: 404 WASHINGTON AVE STREET 2: PH 810 CITY: MIAMI STATE: FL ZIP: 33139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MJH Partners II LLC CENTRAL INDEX KEY: 0001903210 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41197 FILM NUMBER: 24604777 BUSINESS ADDRESS: STREET 1: 404 WASHINGTON AVE STREET 2: PH 810 CITY: MIAMI STATE: FL ZIP: 33139 BUSINESS PHONE: 212-224-0622 MAIL ADDRESS: STREET 1: 404 WASHINGTON AVE STREET 2: PH 810 CITY: MIAMI STATE: FL ZIP: 33139 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Apollo Global Management, Inc. CENTRAL INDEX KEY: 0001858681 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] ORGANIZATION NAME: 02 Finance IRS NUMBER: 863155788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Tango Holdings, Inc. DATE OF NAME CHANGE: 20210422 4 1 dp206466_4-harris.xml FORM 4 X0508 4 2024-02-05 0 0001858681 Apollo Global Management, Inc. APO 0001106636 HARRIS JOSHUA 404 WASHINGTON AVE PH 810 MIAMI FL 33139 0 0 0 1 See Remarks 0001903210 MJH Partners II LLC 404 WASHINGTON AVE PH 810 MIAMI FL 33139 0 0 0 1 See Remarks 0 Forward Sale Contract (obligation to sell) 2024-02-05 4 J 1 1 A Common Stock 1 I See Footnote On February 5, 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 (the "Bank") pursuant to a Master Confirmation entered into between MJHP III and the Bank, dated May 31, 2023 (the "Agreement") relating to up to 250,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating MJHP III to deliver to the Bank up to 250,000 shares of Common Stock (or, at MJHP III's election, under certain circumstances, an equivalent amount of cash) to settle the Agreement. MJHP III pledged 250,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if MJHP III settles the Agreement in cash), subject to certain payments MJHP III may need to make to the Bank with respect to dividends under the terms of the Forward Contract. Under the terms of the Agreement, MJHP III may, at its election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Agreement, 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. Under the Agreement, on the relevant settlement date for each of the seven components for which a prepayment has been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the 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 the Bank establishes its initial hedge position during a hedging period (the "Floor Price"), MJHP III will deliver to the Bank 35,714 shares for each of the components with the first six settlement dates and 35,716 shares for the component with the last 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... (Continued in Footnote 4) (Continued from Footnote 3) ...the volume-weighted average price at which the Bank establishes its initial hedge position during a hedging period (the "Cap Price"), MJHP III will deliver to the 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 the 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. Under the Agreement, on the relevant settlement date for each of the seven components for which a prepayment has not been paid to MJHP III by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to MJHP III the Cap Price multiplied by the Number of Shares, and MJHP III will deliver to the 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 the Bank a number of shares equal to the Number of Shares, and the 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. 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. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. 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 2024-02-07 By: MJH Partners II LLC, By: /s/ Joshua Harris, Authorized Signatory 2024-02-07