Form 4: Apollo Global Management Executive Enters Forward Sale Agreements
SEC Form 4
Joshua Harris, through affiliated entities, entered into delayed draw variable share forward sale transactions involving Apollo Global Management common stock.
Summary
- Joshua Harris, through MJH Partners II LLC and its subsidiary MJH Partners III LLC, entered into two delayed draw variable share forward sale transactions with an unaffiliated bank.
- The agreements, dated November 5 and November 6, 2024, involve up to 250,000 shares of Apollo Global Management common stock each.
- MJHP III is obligated to deliver up to 250,000 shares of common stock (or cash equivalent) to settle each agreement.
- MJHP III pledged 250,000 shares of common stock for each agreement to secure its obligations, retaining voting and dividend rights.
- The number of shares to be delivered at settlement depends on the Settlement Price, Floor Price, and Cap Price, as defined in the agreements.
- The agreements allow for potential prepayments from the bank to MJHP III.
- Joshua Harris disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
Sentiment
Score: 5
Explanation: Neutral sentiment as it reports a financial transaction without expressing positive or negative views.
Risks
- The value received from the forward sale agreements is dependent on the future stock price of Apollo Global Management.
- The need to deliver shares or cash to settle the agreements could create a future obligation.
- The agreements are complex and involve various price-related conditions that could impact the final outcome.
Future Outlook
The future financial impact depends on the settlement price of Apollo Global Management's common stock and the terms of the forward sale agreements.
Management Comments
- Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
- This report shall not be deemed an admission that the Reporting Persons are a member of a group or the beneficial owner of any securities not directly owned by the applicable Reporting Person.
Industry Context
Forward sale agreements are often used by executives to monetize stock holdings while deferring capital gains taxes and maintaining some exposure to the underlying stock.
Stakeholder Impact
- The transactions could potentially impact shareholders depending on the future stock price and settlement of the agreements.
- The agreements could affect the company's stock price and market perception.
Key Dates
| Date | Description |
|---|---|
| February 20, 2024 | Date of the Master Confirmation between MJHP III and the Bank. |
| November 5, 2024 | Date MJH Partners III LLC entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (November 5 Agreement). |
| November 6, 2024 | Date MJH Partners III LLC entered into another delayed draw variable share forward sale transaction with the Bank (November 6 Agreement). |
| November 7, 2024 | Date of the filing. |
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