Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

13K characters. Original on sec.gov · Markdown

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our shares of Common Stock as of February 1, 2023 by (i) each person known to us to beneficially own more than 5% of the voting outstanding equity securities of AGM listed in the table below, (ii) each of our directors, (iii) persons chosen to become a director, (iv) each person who is a named executive officer for 2022 and (v) all directors and executive officers as a group.

The number of shares of Common Stock issued and outstanding and the percentages of beneficial ownership are based on 570,451,922 shares of Common Stock issued and outstanding as of February 1, 2023.

Beneficial ownership is determined in accordance with the rules of the SEC. To our knowledge, each person named in the table below has sole voting and investment power with respect to all of the shares of Common Stock 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/o Apollo Global Management, Inc., 9 West 57th Street, 42nd Floor, New York, NY 10019.

Ta ble of Contents


	Common Stock Beneficially Owned
	Number1	Percentage
Directors and Executive Officers:
Marc Beilinson	100,755	*
James Belardi2	6,271,897	1.1	%
Jessica Bibliowicz	—	—
Walter (Jay) Clayton	24,824	*
Mike Ducey3	62,572	*
Richard Emerson	3,512	*
Kerry Murphy Healey	10,534	*
Mitra Hormozi4	17,202	*
Pamela Joyner	3,930	*
Martin Kelly	184,991	*
Scott Kleinman5	3,886,991	*
A.B. Krongard6	433,581	*
Pauline Richards	75,743	*
Marc Rowan7	34,982,816	6.1	%
David Simon	3,372	*
John Suydam8	221,238	*
Lynn Swann	5,510	*
Patrick Toomey9	—	—
James Zelter7,10	3,565,712	*
All directors and executive officers as a group (nineteen persons)11	49,860,927	8.7	%
5% Stockholders:
Leon Black12	51,735,773	9.1	%
Joshua Harris7,13	38,390,365	6.7	%
The Vanguard Group14	35,866,248	6.3	%
BlackRock, Inc.15	30,795,239	5.4	%
Capital World Investors16	30,545,388	5.4	%

*Represents less than 1%
1 The number of shares included in the table above includes the following underlying RSUs that will be delivered within 60 days of February 1, 2023: 84,324 for Mr. Belardi; 39,208 shares for Mr. Kelly; 161,649 shares for Mr. Kleinman; 17,193 shares for Mr. Suydam; and 522,319 shares for Mr. Zelter.
2 Includes 486,094 vested options to acquire Common Stock. The number of shares presented are directly and indirectly held by vehicles over which the named individual exercises voting and investment control. The number of shares also includes 373,219 shares held by the Belardi Family Irrevocable Trust, for which the named individual disclaims beneficial ownership.
3 Includes 2,616 shares held by two trusts in the aggregate for the benefit of the named individual’s grandchildren, for which the named individual and several of his immediate family members are trustees and have shared investment power. The named individual disclaims beneficial ownership of the shares held in the trusts, except to the extent of his pecuniary interest therein. Also includes 5 shares held by a trust, an entity for which the named individual and his spouse have shared voting and investment power.
4 Includes shares held by a third-party independently managed account that belongs to an entity controlled by the named individual’s spouse and over which the named individual’s spouse has a pecuniary interest.
5 The number of shares presented are directly and indirectly held by vehicles over which the named individual exercises voting and investment control. The number of shares also includes shares held by a vehicle owned by the named individual and a trust for the benefit of the named individual’s descendants and for which the named individual’s father acts as trustee; the named individual disclaims beneficial ownership of the securities held by this vehicle except to the extent of his direct or indirect pecuniary interest.
6 Includes 250,000 shares held by a trust for the benefit of the named individual’s children, for which the named individual’s children are the trustees. The named individual disclaims beneficial ownership with respect to such shares, except to the extent of his pecuniary interest therein. Also includes 113,043 shares held by a trust for the benefit of the named individual and for which the named individual’s children act as trustee; the named individual disclaims beneficial ownership of the securities held by this vehicle except to the extent of his pecuniary interest therein.
7 The number of shares presented are directly and indirectly held by vehicles over which the named individual exercises voting and investment control.
8 Includes 49,479 shares held by a trust for the benefit of the named individual’s spouse and children for which the named individual’s spouse is the trustee. The named individual disclaims beneficial ownership with respect to such shares, except to the extent of his pecuniary interest therein. Also includes 10,307 shares held by a vehicle in which the named individual owns 30% and 70% is owned by a trust for the benefit of the named individual’s grandchildren and for which the named individual’s spouse is trustee. The named individual disclaims beneficial ownership of the 70% owned by the trust.
9 On February 21, 2022, Senator Patrick Toomey was appointed to the AGM board of directors, effective March 15, 2023.
10 Includes 113,276 shares which were gifted to JVZ Foundation, an entity over which the named individual exercises voting and investment control but over which he retains no pecuniary interest.
11 The number of directors and executive officers as a group includes directors, director appointees, and current executive officers.

Ta ble of Contents


12 Based on a Form 5 filed with the SEC on January 27, 2023 by Mr. Black. The address of Mr. Black is c/o Elysium Management LLC, 445 Park Avenue, Suite 1401, New York, NY 10022. As disclosed on Amendment No. 2 to the Schedule 13D filed with the SEC on August 16, 2022 by Mr. Black, the number of shares presented includes a total of 24,115,000 shares held by the named individual in one or more margin accounts subject to a standard margin loan arrangement.
13 Based on the Schedule 13D filed with the SEC on January 11, 2022 by Mr. Harris. The address of Mr. Harris is HRS Management LLC, 600 Madison Avenue, New York, NY 10022.
14 Based on information set forth in the Schedule 13G that The Vanguard Group filed with the SEC on February 9, 2023. The Vanguard Group reported that, as of December 30, 2022, it had shared voting power over 345,626 shares, sole dispositive power over 34,812,123 shares, shared dispositive power over 1,054,125 shares and no sole voting power. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
15 Based on information set forth in the Schedule 13G that BlackRock, Inc. filed with the SEC on February 3, 2023. BlackRock reported that, as of December 31, 2022, it and its subsidiaries listed on Exhibit A of the Schedule 13G had sole voting power over 28,303,419 shares, sole dispositive power over 30,795,239 shares and no shared voting and dispositive powers. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
16 Based on information set forth in the Schedule 13G that Capital World Investors filed with the SEC on February 13, 2023. Capital World Investors reported that, as of December 30, 2022, it had sole voting power over 30,545,374 shares, sole dispositive power over 30,545,388 shares and no shared voting and dispositive powers. Capital World Investors also indicated it disclaims beneficial ownership over 30,545,388 shares pursuant to Rule 13d-4. The address of Capital World Investors is 333 South Hope Street, 55th floor, Los Angeles, California 90071.

Securities Authorized for Issuance under the Equity Plan

The following table sets forth information concerning the awards that could be issued under the Equity Plan as of December 31, 2022.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights1	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))2
	(a)	(b)		(c)
Equity Compensation Plans Approved by Security Holders	27,712,793	$	—	36,576,125
Equity Compensation Plans Not Approved by Security Holders	—	—		—
Total	27,712,793	$	—	36,576,125

1 Reflects the aggregate number of outstanding RSUs granted under the Equity Plan as of December 31, 2022. Excludes RSUs and options assumed by AGM in the Mergers under the AHL 2014, 2016 and 2019 Share Incentive Plans. As of December 31, 2022, a total of 755,159 RSUs and options covering 2,403,536 shares remained outstanding under those assumed arrangements. The weighted average exercise price of those outstanding options is $39.04 per share.
2 The shares of common stock reserved under the AGM 2019 Omnibus Equity Incentive Plan are increased on the first day of each fiscal year by (i) the amount (if any) by which (a) 15% of the number of outstanding shares of common stock or securities exchangeable for shares of common stock on a fully converted and diluted basis on the last day of the immediately preceding fiscal year exceeds (b) the number of shares then reserved and available for issuance under such plan or the AGM 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles, or (ii) such lesser amount by which the administrator may decide to increase the number of shares of common stock as of such date. The number of shares reserved under such plans is also subject to adjustment in the event of a share split, share dividend, or other change in our capitalization. Generally, employee shares that are forfeited, canceled, surrendered or exchanged from awards under such plans will be available for future awards.

Previous: Item 11. EXECUTIVE COMPENSATION · Next: Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE