SEC FORM 4

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^*

KLEINMAN SCOTT

(Last)

(First)

(Middle)

C/O APOLLO GLOBAL MANAGEMENT, INC.

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK

10019

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2021

4. 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 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)
Class A Common Stock	12/01/2021		A		3,000,000⁽¹⁾⁽²⁾⁽⁸⁾⁽⁹⁾	A	$00.00	4,388,164⁽³⁾	D
Class A Common Stock	12/01/2021		A		2,000,000⁽⁴⁾	A	$00.00	6,388,164⁽⁵⁾	D
Class A Common Stock								41,676	I	KRT Investments IX LLC⁽⁶⁾
Class A Common Stock								9,391	I	KRT Investments LLC⁽⁷⁾

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)

Explanation of Responses:

1. Consists of fully vested restricted stock units ("RSUs") that were granted under the Apollo Global Management, Inc. 2019 Omnibus Equity Incentive Plan (the "Plan"). Each such RSU represents the contingent right to receive one share of Class A common stock of the Issuer (the "Class A shares") in January 2027, provided that the reporting person on such date is subject to continued employment, or a good leaver departure (including a termination without cause, resignation with good reason or death or disability, each as defined in the applicable employment agreement) through such date. If the reporting person voluntarily resigns or retires (not with good reason) before December 31, 2026, delivery of the shares underlying the vested RSUs will be delayed until January 2032. (cont'd on FN 2)

2. (cont'd from FN 1) No shares under these RSUs will be delivered if the reporting person breaches the restrictive covenants in the applicable employment agreement in any material respect or is terminated for Cause or terminates employment at a time when the reporting person could have been terminated for Cause.

3. Reported amount includes 3,327,371 vested and unvested RSUs granted under the 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 unvested 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.

4. Consists of unvested RSUs that were granted under the Plan. These RSUs represent the contingent right to receive one Class A share for each vested RSU and vest in January 2027, provided the reporting person remains in service through such date. These RSUs have certain accelerated vesting provisions for good leaver terminations as described in the applicable award agreements. No shares under these RSUs will be delivered if the reporting person breaches the restrictive covenants in any material respect or is terminated for Cause or terminates employment at a time when the reporting person could have been terminated for Cause.

5. Reported amount includes 5,327,371 vested and unvested RSUs granted under the Plan.

6. By KRT Investments IX LLC ("Investments IX"). Investments IX is owned by the reporting person and a trust for the benefit of the reporting person's descendants and for which the reporting person's father acts as trustee. The reporting person disclaims beneficial ownership of the securities held by Investments IX, except to the extent of his direct or indirect pecuniary interest.

7. By KRT Investments LLC. The reporting person disclaims beneficial ownership of the securities indirectly or directly held by KRT Investments LLC reported herein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

8. The reported amount of RSUs will decrease by a number equal to the value of existing unvested carried interest awards that will be relinquished for vested transfer-restricted shares in the Exchange (as defined below).

9. Concurrently with the completion of the Apollo-Athene merger, the reporting person has agreed to exchange his unvested limited partner and similar carried interest rights for shares of common stock of the post-merger issuer (the "Exchange"). The shares delivered in the Exchange will be subject to transfer restrictions on the same terms as the delivery schedule for shares underlying the vested RSUs (January 2027 for continued employment and good leaver situations, and January 2032 for resignations prior to January 1, 2027). Those shares will be subject to the same forfeiture and clawback provisions for the violation of restrictive covenants and engaging in Cause termination conduct, and the same restrictions on transferability, as shares underlying the RSUs, and the issuance of such shares will reduce the shares eligible to be delivered under the vested RSUs described in footnote (8) above.

	/s/ Jessica L. Lomm, as Attorney-in-Fact	12/03/2021
	** 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 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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