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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Share Option (Right to Buy) | $ 8 (6) | 05/09/2013 | M | 1,875,000 (1) | 12/31/2011(7) | 12/31/2016 | Class A Shares | 1,875,000 | $ 0 | 3,125,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Spilker Marc C/O APOLLO GLOBAL MANAGEMENT, LLC 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019 |
President |
/s/ John J. Suydam, as attorney-in-fact | 05/13/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reporting person exercised a portion of his share options (the "Options") that were granted to the reporting person pursuant to the Apollo Global Management, LLC 2007 Omnibus Equity Incentive Plan (the "Plan") and, in connection with such exercise, the reporting person received one Class A share in exchange for each share option exercised. |
(2) | Represents the number of Class A shares withheld by the issuer at the time of exercise in connection with the satisfaction of the reporting person's (i) obligations for the payment of the exercise price and (ii) tax withholding obligations arising in connection with the exercise of the Options. |
(3) | Includes 2,125,000 restricted share units ("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. Subject to accelerated vesting in certain circumstances, 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. |
(4) | These Class A shares are held by the Marc and Diane Spilker Foundation, a not-for-profit tax exempt organization for which the reporting person and his spouse are trustees with investment power. The reporting person disclaims beneficial ownership of the Class A shares held in the foundation, except to the extent of his pecuniary interest therein. |
(5) | These Class A shares are held in The Marc A. Spilker 2000 Family Trust, for the benefit of the reporting person's children, of which one of the reporting person's immediate family members is trustee and has investment power. The reporting person disclaims beneficial ownership of the Class A shares held in the trust, except to the extent of his pecuniary interest therein. |
(6) | The conversion price set forth above is on a per share basis. |
(7) | Subject to accelerated vesting in certain circumstances, the share option vested and became exercisable with respect to 833,333 shares on December 31, 2011 and, thereafter, continued to vest and become exercisable with respect to the balance of the grant in equal quarterly installments of 208,333 (or 208,334) Class A shares from March 31, 2012 through December 31, 2016, provided the reporting person remains in service through the applicable vesting date. |