APOLLO GLOBAL MANAGEMENT A 
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
On April 30, 2020 , Apollo Global Management, Inc. , a Delaware corporation (the
"Corporation"), filed an amended and restated Certificate of Incorporation (the
"Amended and Restated Certificate of Incorporation") with the Secretary of State
of Delaware , which became effective as of such date. The Corporation also
amended and restated its Bylaws (the "Amended and Restated Bylaws" and, together
with the Amended and Restated Certificate of Incorporation, the "Amendments"),
effective as of April 30, 2020 . The Amendments were approved by the Class C
Stockholder and adopted pursuant to the Certificate of Incorporation and the
Bylaws of the Corporation. In addition to certain technical, conforming, and
clarifying changes, the Amendments, among other things, provide for the
following changes:
Voting Rights
(i) Prior to the effectiveness of the Amendments, so long as there was a Class C
Stockholder and the
Certificate of Incorporation) beneficially owned, in the aggregate, 10% or
more of the Voting Power (as defined in the Amended and Restated Certificate
of Incorporation) of the Corporation, (a) the holder of the Class
Stock of the Corporation ("Class
power for all purposes relating to holders of capital stock of the
Corporation (except as required by the Delaware General Corporation Law (the
"DGCL") or as expressly otherwise provided in the Certificate of
Incorporation of the Corporation (the "Certificate")), (b) the holders of the
Class A Common Stock of the Corporation did not have any voting rights or
powers except as required by the DGCL or as expressly provided in the
Certificate and (c) the holders of the Class B Common Stock of theCorporation did not have any voting rights or powers except as required by
the DGCL or as expressly provided in the Certificate; provided that on each
matter submitted to a vote of the holders Class B Common Stock, such holders
were entitled to cast a number of votes equal to the aggregate number of
units in the
Certificate of Incorporation) outstanding as of the relevant record date,
less the number of shares of Class A Common Stock outstanding as of the same
relevant record date ("Aggregate Class
(ii) Following the effectiveness of the Amendments, as long as there is a Class C
Stockholder and the
more of the Voting Power of the Corporation, the Class
on all matters generally submitted for vote to the stockholders (the
"General Stockholder Matters") be entitled to such number of votes as shall
equal the difference of (A) nine and nine-tenths (9.9) times the aggregate
number of votes entitled to be cast by the holders of Class A Common Stock
and full voting preferred stock, minus (B) the Aggregate Class
difference, the "Class
Class
total votes entitled to be cast by holders of all shares of capital stock
entitled to vote thereon.
If the number of votes entitled to be cast by the holders of shares of Class A Common Stock which are free float, as determined by the Corporation in reliance upon the guidance issued by FTSE Russell (the "Class A Free Float"), on any General Stockholder Matter equals less than 5.1% of the votes entitled to be cast by the holders of all shares of capital stock entitled to vote thereon as of the relevant record date:
(1) the Class
total number of votes cast by holders of the Class A Free Float being equal
to 5.1% of the votes entitled to be cast by the holders of all shares of
capital stock entitled to vote thereon, voting together as a single class
(the "Class A Free Float Adjustment"); and
(2) if, after giving effect to the Class A Free Float Adjustment, the Aggregate
Class
the total number of the votes entitled to be cast thereon by the holders of
all outstanding shares of capital stock, (x) the Aggregate Class
be reduced to 9% of such total number and (y) the Class
after giving effect to the Class A Free Float Adjustment, shall be increased
by a number of votes equal to the number of votes by which the Aggregate
Class
(iii) Additionally, following the effectiveness of the Amendments, except as
required by the Delaware General Corporation Law or as provided under the
Amendments,
(1) the Class
Stock that is outstanding on all matters (other than a General Stockholder
Matter) on which the Class
(2) the Class
Common Stock and full voting preferred stock, if any, shall vote together as
a single class on matters required by the Delaware General Corporation Law
and the rules of the
(3) holders of Class A Common Stock and Class B Common Stock shall each be
entitled to vote on any General Stockholder Matter.
(iv) Following the effectiveness of the Amendments, (x) in connection with the
exchange of units in the
Amended and Restated Exchange Agreement, dated as of
and among the Corporation, each member of the
other parties thereto, as directed by a member of a Principal's Group (as
defined in the Agreement Among Principals, dated as of
among
L.P.,
L.P., the "Agreement Among Principals") in accordance with the Agreement
Among Principals or a party to a Roll-up Agreement (as defined in the
Agreement Among Principals and, such party thereto, a "Roll-up Holder") in
accordance with their respective Roll-up Agreement (such Principal (as
defined in the Amended and Restated Certificate of Incorporation) or Roll-up
Holder an "Exchanging Person"), and prior to the issuance of any shares of
Class A Common Stock in connection therewith to such Principal's Group or
such Roll-up Holder's Group (as defined in the applicable Roll-up
Agreement), such Exchanging Person or, in the event of such Exchanging
Person's death or disability, such Exchanging Person's legal or personal
representative may elect, by written notice to the Corporation (an "Exchange
Election"), to divest all or a portion of the shares to be issued in such
exchange of the right to vote on the election and removal of directors, in
which case each share subject to the Exchange Election shall not entitle the
holder thereof to vote on, and shall not be deemed outstanding solely for
the purposes of voting on, the election or removal of directors until theearlier of (A) such time that the Exchanging Person or, in the event of such
Exchanging Person's death or disability, such Exchanging Person's legal or
personal representative provides written notice to the Corporation electing
to terminate the Exchange Election with respect to such share and (B) such
time that such share is no longer beneficially owned by such Principal's
Group (as defined in the Agreement Among Principals) or such Roll-up
Holder's Group (as defined in the applicable Roll-Up Agreement) (the first
such event to occur with respect to which any share subject to an Exchange
Election, an "Exchange Election Termination") and (y) from and after any
Exchange Election Termination with respect to any shares of Class A Common
Stock. The foregoing clause (x) shall no longer apply to such shares and
shall not, in and of itself, divest such shares of the right to vote on the
election or removal of directors or cause such shares not to be deemed
outstanding.
Election and Removal of Directors
(i) Prior to the effectiveness of the Amendments, the Class
sole right to nominate and elect, and remove with or without cause, all
directors on the Corporation's board of directors as long as the Class C
Stockholder and the
more of the Voting Power of the Corporation.
(ii) Following the effectiveness of the Amendments, directors are elected by an
annual meeting of the stockholders of the Corporation properly brought
before the meeting and, subject to the rights of the holders of any series
of preferred stock with respect to any director elected by holders of
preferred stock, directors shall be elected by a plurality of the votes cast
by the holders of the outstanding shares of Class A Common Stock, Class B
Common Stock, Class
present in person or represented by and entitled to vote on the election of
directors at such annual meeting. The time, date and place of the annual
meeting shall be fixed by the board of directors. Any director or the whole
board of directors (other than a director elected by holders of preferred
stock) may be removed, with or without cause, at any time, by the
affirmative vote of the holders of a majority in voting power of the
outstanding shares of Class A Common Stock, Class B Common Stock, Class C
Common Stock and any full voting preferred stock entitled to vote thereon,
voting together as a class.
Rights of Class
(i) Following the effectiveness of the Amendments, the Class
longer has the right, in the case where there is a Class
the
Voting Power of the Corporation, to: (a) approve the board of directors'
decision to sell, exchange or otherwise dispose of all or substantially all
of the Corporation's assets, (b) approve any sale, exchange or other
disposition, or mortgage, pledge, hypothecate or grant a security interest in
all or substantially all of the Corporation's assets, (c) approve
implementation of an
Certificate of Incorporation) to hold outstanding Class A Common Stock in
exchange for a common share of the
repeal of the Bylaws or adoption of provisions of the Bylaws in consistent
therewith, (e) solely vote on certain amendments to the Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws and (f) solely
propose other business to be considered by the stockholders at an annual
meeting of stockholders.
The foregoing description contained in this Item 5.03 does not purport to be a complete description of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and is qualified in its entirety by reference to the complete text of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, filed herewith as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. Item 8.01 Other Events.
The Company is providing a revised Table of Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters to reflect the effect of the Amendments.
The following table sets forth information regarding the beneficial ownership of shares of the Corporation's Class A Common Stock (the "Class A shares"), the share of the Corporation's Class B Common Stock (the "Class B share"), the share of the Corporation's ClassC Common Stock (the "Class C share") and units of equity interests in theApollo Operating Group (the "AOG Units") as ofApril 30, 2020 by (i) each person known to us to beneficially own more than 5% of the voting outstanding equity securities of the Corporation listed in the table below, (ii) each of the Corporation's directors, (iii) each person who is a named executive officer for 2019 and (iv) all directors and executive officers as a group. The number of the Corporation's Class A shares, Class B shares, Class C shares and AOG Units outstanding and the percentages of beneficial ownership are based on 228,834,099 Class A shares, 1 Class B share and 1 Class C share issued and outstanding, and 432,862,426 AOG Units outstanding, each as ofApril 30, 2020 . As ofApril 30, 2020 ,AP Professional Holdings, L.P. held 174,873,808AOG Units and Athene Holding Ltd. and/or its affiliates (together, "Athene") held 29,154,519 AOG Units. The voting power calculations for General Stockholder Matters are based on 228,430,127 voting Class A shares issued and outstanding, the voting power of the Class B share, which had 204,028,327 votes, and the voting power of the Class C share, which had 2,057,429,930 votes, each as ofApril 30, 2020 . As ofApril 30, 2020 , the total voting power for General Stockholder Matters of the Class A shares was 9.2%, the total voting power of the Class B shares was 8.2% and the total voting power of the Class C share was 82.6%. For certain matters, however, as required by the Delaware General Corporation Law and the rules of theNew York Stock Exchange , as ofApril 30, 2020 the total voting power of the Class A shares was 52.8%, the total voting power of the Class B share was 47.2% and the Class C share does not vote. Beneficial ownership is determined in accordance with the rules of theSEC . To the Corporation's knowledge, each person named in the table below has sole voting and investment power with respect to all of the Class A shares and interests in the Corporation's Class B share and Class C share shown as beneficially owned by such person, except as otherwise set forth in the notes to the table and pursuant to applicable community property laws. Unless otherwise indicated, the address of each person named in the table is c/oApollo Global Management, Inc. ,9 West 57th Street ,New York, NY 10019. Total Percentage of Voting Total Power of Percentage Class A of Voting Shares, Power of Class B Class A and Shares and Class A Shares AOG Units Class B Shares Class C Shares Class B Class C Beneficially Owned Beneficially Owned(1) Beneficially Owned
Beneficially Owned Shares(3) Shares(4)
Number Percent(2) Number Percent(2) Number Percent Number Percent
Directors and Executive Officers:
Leon Black(5)(6) 11,327,166 4.9 % 80,000,000 18.5 % 1 100 % 1 100 % 49.8 % 91.3 %
Joshua Harris(5)(6) 1,350,000 * 45,832,643 10.6 % 1 100 % 1 100 % 47.5 % 90.9 %
Marc Rowan(5)(6) 6,671,379 2.9 % 32,481,402 7.5 % 1 100 % 1 100 % 48.7 % 91.1 %
Pauline Richards 55,417 * - - - - - - * *
Alvin Bernard Krongard(6) 307,660 * - - - - - - * * Michael Ducey(8) 53,199 * - - - - - - * * Robert Kraft(9) 348,545 * - - - - - - * * Martin Kelly 230,967 * - - - - - - * * John Suydam(10) 644,016 * - - - - - - * * Anthony Civale 1,241,580 * - - - - - - * * Scott Kleinman (11) 1,354,635 * 2,033,805 * - - - - * * All directors and executive officers as a group (twelve persons)(12) 24,813,064 10.8 % 162,361,020 37.5 % 1 100 % 1 100 % 52.9 % 91.8 % BRH Holdings GP, Ltd.(6) - - - - 1 100 % - - 47.2 % 8.2 % AGM Management, LLC.(6) - - - - - - 1 100 % - 82.6 % AP Professional Holdings, L.P.(13) - - 174,873,808 40.4 % - - - - 47.2 % 8.2 % 5% Stockholders: Tiger Global Management, LLC(14) 33,913,500 14.8 % - - - - - - 7.8 % 1.4 % Capital World Investors (15) 11,791,587 5.2 % - - - - - - 2.7 % * The Vanguard Group(16) 17,341,946 7.6 % - - - - - - 4.0 % * *Represents less than 1%
(1) Subject to certain requirements and restrictions, the AOG Units held by AP
one-for-one basis. Beneficial ownership of AOG Units held by AP Professional
beneficial ownership of the Class A shares for which such AOG Unit may be
exchanged. AOG Units held by Athene are non-voting equity interests of the
is based on a total of 228,834,099 Class A shares issued and outstanding as
of
the respective holder within 60 days of
accordance with Rule 13d-3(d)(1) of the Exchange Act). The percentage of
beneficial ownership of AOG Units is based on a total of 432,862,426 AOG
Units outstanding as of
Class A shares and Class B share with respect to the matters required by the
Delaware General Corporation Law and the rules of the New York Stock
Exchange for which the Class A shares and the Class B share vote together as
a single class. The Class C share does not vote on such matters. For such
matters, as of
was 52.8% and the total voting power of the Class B share was 47.2%. The
total percentage of voting power is based on 228,430,127 voting Class A
shares outstanding, the Class A shares to be delivered to the respective
holder within 60 days of
of the Class B share, which had 204,028,327 votes, each as of
2020. The voting power calculations do not include 403,972 Class A shares
held by
Investor") based on a Form 13F for the year ended
with the
held by the Strategic Investor do not have voting rights. This column
assumes the exchange of AOG Units held by
into Class A shares and the number of Class A shares to be delivered to the
respective holder within 60 days of
assume the exchange of AOG Units into Class A shares with respect to AOG
Units held by Athene, as such AOG Units are not exchangeable for Class A
shares.
(4) The voting power presented in this column relates to the voting power of
Class A shares, Class B share and Class C share with respect to General
Stockholder Matters specified in the Certificate of Incorporation. The total
percentage of voting power is based on 228,430,127 voting Class A shares
outstanding, the Class A shares to be delivered to the respective holder
within 60 days of
Class B share, which had 204,028,327 votes, and the voting power of the
Class C share, which had 2,057,429,930 votes, each as of
voting power calculations do not include 403,972 Class A shares held by the
Strategic Investor, which do not have voting rights. This column assumes the
exchange of AOG Units held by
shares and the number of Class A shares to be delivered to the respective
holder within 60 days of
exchange of AOG Units into Class A shares with respect to AOG Units held by
Athene, as such AOG Units are not exchangeable for Class A shares. (5) The number of Class A shares presented are indirectly held by estate
planning vehicles for which voting and investment control are exercised by
this individual. The number of AOG Units held by
L.P. presented are indirectly held by estate planning vehicles, for which
this individual disclaims beneficial ownership except to the extent of his
pecuniary interest therein. All AOG Units presented are directly held by AP
indirectly beneficially own limited partnership interests in
L.P., which holds approximately 90.5% of the limited partnership interests
in
include any AOG Units owned by
to which each of Messrs. Black, Rowan or Harris, as one of the three owners
of all of the interests in
or the Amended and Restated Shareholders Agreement, dated as of
2019, by and among
L.P.,
be deemed to have shared voting or dispositive power. Each of these
individuals disclaims any beneficial ownership of these units, except to the
extent of his pecuniary interest therein.
(6)
owned by
Rowan. Pursuant to the Agreement Among Principals, the Class B share is to
be voted and disposed of by BRH based on the determination of at least two
of
dispositive power with respect to the Class B share. (7) Includes 250,000 Class A shares held by a trust for the benefit of Mr.
Krongard's children, for which
Krongard disclaims beneficial ownership with respect to such shares, except
to the extent of his pecuniary interest therein. (8) Includes 2,616 Class A shares held by two trusts for the benefit of Mr.
Ducey's grandchildren, for which
immediate family members are trustees and have shared investment power. Mr.
Ducey disclaims beneficial ownership of the Class A shares held in the
trusts, except to the extent of his pecuniary interest therein. (9) Includes 330,000 Class A shares held by two entities, which are under the
sole control of
Kraft.
(10) Includes 64,260 Class A shares held by a trust for the benefit of Mr.
Suydam's spouse and children, for which
except to the extent of his pecuniary interest therein. (11) Includes 425,875 Class A shares held by six entities, over which Mr.
Kleinman exercises voting and investment control, and may be deemed to be
beneficially owned by Mr. Kleinman , and 750,000 Class A shares held
indirectly or directly by an entity, over which Mr. Kleinman disclaimsbeneficial ownership. (12) Refers to shares and AOG Units beneficially owned by the individuals who
were directors and executive officers as of
presented are directly held by
certain directors and executive officers beneficially own limited
partnership interests. (13) Assumes that no AOG Units are distributed to the limited partners of AP
L.P. is BRH, which is one third owned by
Harris and one third owned by
Harris and Rowan indirectly beneficially own (through estate planning
vehicles) their limited partner interests in
These individuals disclaim any beneficial ownership of these AOG Units,
except to the extent of their pecuniary interest therein. BRH is the sole
member of
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