Statement of Changes in Beneficial Ownership (4)
June 09 2022 - 4:06PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Apollo Principal Holdings III GP Ltd |
2. Issuer Name and Ticker or Trading Symbol
Apollo Strategic Growth Capital II
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APGB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O WALKERS CORP LTD;, CAYMAN CORP CENTRE; 190 ELGIN AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2022 |
(Street)
GEORGE TOWN, E9 KY1-9001
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B ordinary share, par value $0.0000625 per share | $0 | 6/8/2022 | | P | | 75000 | | (2) | (2) | Class A ordinary share, par value $0.00025 per share | 75000 | $0.002 | 17250000 (1) | I | See Footnote (2) |
Explanation of Responses: |
(1) | On February 9, 2021, the Issuer subdivided its authorized and outstanding Class B ordinary shares and the reporting persons surrendered 11,425,000 shares to continue to hold 17,175,000 shares at the time of the Issuer's initial public offering. APSG Sponsor II, L.P. (the "Sponsor"), a Cayman Islands limited partnership, purchased an aggregate of 75,000 Class B ordinary shares from the existing independent directors of the Issuer for a total amount of $163.05, or approximately $0.002 per share. |
(2) | See Exhibit 99.1 |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Apollo Principal Holdings III GP Ltd C/O WALKERS CORP LTD; CAYMAN CORP CENTRE; 190 ELGIN AVENUE GEORGE TOWN, E9 KY1-9001 |
| X |
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APSG Sponsor II, L.P. C/O WALKERS CORP LTD; CAYMAN CORP CENTRE; 190 ELGIN AVENUE GEORGE TOWN, E9 KY1-9001 |
| X |
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AP Caps II Holdings GP, LLC C/O WALKERS CORP LTD; CAYMAN CORP CENTRE; 190 ELGIN AVENUE GEORGE TOWN, E9 KY1-9001 |
| X |
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Apollo Principal Holdings III, L.P. C/O WALKERS CORP LTD; CAYMAN CORP CENTRE; 190 ELGIN AVENUE GEORGE TOWN, E9 KY1-9001 |
| X |
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Signatures
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[see signatures attached as Exhibit 99.2] | | 6/9/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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