(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Atlas Master Fund, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Caymans Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
6,520 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
6,520 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,520 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%*
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
|
*Rounds to less than 0.1%.
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Atlas Management, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
54,630 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
54,630 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,630 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%*
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
|
*Rounds to less than 0.1%.
|
13
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo PPF Credit Strategies, LLC
|
14
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
15
|
SEC
USE ONLY
|
16
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
17
|
SOLE
VOTING POWER
0 shares
|
18
|
SHARED
VOTING POWER
172,638.50 shares
|
19
|
SOLE
DISPOSITIVE POWER
0 shares
|
20
|
SHARED
DISPOSITIVE POWER
172,638.50 shares
|
21
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,638.50 shares
|
22
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
23
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
|
24
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Credit Strategies Master Fund Ltd.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
1,340,828.50 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
1,340,828.50 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,340,828.50 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
CO
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo ST Fund Management LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
1,340,828.50 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
1,340,828.50 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,340,828.50 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo ST Operating LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
1,340,828.50 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
1,340,828.50 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,340,828.50 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
PN
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo ST Capital LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
1,340,828.50 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
1,340,828.50 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,340,828.50 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
ST Management Holdings, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
1,340,828.50 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
1,340,828.50 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,340,828.50 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.9%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo A-N Credit Fund (Delaware), L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
595,038 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
595,038 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,038 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
PN
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo A-N Credit Management, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
595,038 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
595,038 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,038 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Credit Management, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
29,938 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
29,938 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,938 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Capital Credit Management, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
29,938 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
29,938 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,938 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo SA Management, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
37,554 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
37,554 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,554 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
x
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Capital Management, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
2,137,928.50 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
2,137,928.50 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,137,928.50 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
PN
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Capital Management GP, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
2,137,928.50 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
2,137,928.50 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,137,928.50 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Management Holdings, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
2,137,928.50 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
2,137,928.50 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,137,928.50 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
PN
|
1
|
NAME
OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Management Holdings GP, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
|
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
SOLE
VOTING POWER
0 shares
|
6
|
SHARED
VOTING POWER
2,137,928.50 shares
|
7
|
SOLE
DISPOSITIVE POWER
0 shares
|
8
|
SHARED
DISPOSITIVE POWER
2,137,928.50 shares
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,137,928.50 shares
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
|
12
|
TYPE
OF REPORTING PERSON (See
Instructions)
OO
|
Item 1.
|
(a)
|
Name of Issuer
|
Executive Network Partnering
Corporation
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
137 Newbury Street, 7th Floor
Boston, MA 02116
Item 2.
|
(a)
|
Name of Person Filing
|
This statement is
filed by (i) Apollo Atlas Master Fund, LLC (“Atlas”); (ii) Apollo Atlas Management, LLC (“Atlas Management”);
(iii) Apollo PPF Credit Strategies, LLC (“PPF Credit Strategies”); (iv) Apollo Credit Strategies Master Fund Ltd. (“Credit
Strategies”); (v) Apollo ST Fund Management LLC (“ST Management”); (vi) Apollo ST Operating LP (“ST Operating”);
(vii) Apollo ST Capital LLC (“ST Capital”); (viii) ST Management Holdings, LLC (“ST Management Holdings”);
(ix) Apollo A-N Credit Fund (Delaware), L.P. (“A-N Credit”); (x) Apollo A-N Credit Management, LLC (“A-N Credit Management”);
(xi) Apollo Credit Management, LLC (“ACM LLC”); (xii) Apollo Capital Credit Management, LLC (“ACCM LLC”); (xiii)
Apollo SA Management, LLC (“SA Management”); (xiv) Apollo Capital Management, L.P. (“Capital Management”); (xv)
Apollo Capital Management GP, LLC (“Capital Management GP”); (xvi) Apollo Management Holdings, L.P. (“Management
Holdings”); and (xvii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively
referred to herein as the “Reporting Persons.”
Atlas, PPF Credit Strategies, Credit
Strategies, and A-N Credit, each hold securities of the Issuer.
Atlas Management serves as the investment
manager of Atlas. Credit Strategies is the sole member of PPF Credit Strategies. ST Management serves as the investment manager for
Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management
Holdings is the sole member of ST Capital.
A-N Credit Management serves as
the investment manager for A-N Credit.
ACM LLC provides investment management
services for Franklin K2 Long Short Credit Fund (“Franklin K2”) and FASF Franklin K2 Alternative Strategies Fund (“FASF-Franklin
K2”). ACCM LLC is the sole member of ACM LLC.
SA Management provides investment management
services for Franklin Templeton Investment Funds - Franklin K2 Alternative Strategies Fund (“FTIF-Franklin K2”).
Apollo Lincoln Fixed Income Management,
LLC is the investment manager of Apollo Lincoln Fixed Income Fund, L.P.
Capital Management serves as the
sole member of Atlas Management, A-N Credit Management, ACCM LLC, SA Management and Apollo Lincoln Fixed Income Management,
LLC, as the sole member and manager of ST Management Holdings, and provides investment management services for K2 Apollo Liquid
Credit Master Fund Ltd. (“K2 Apollo”). Capital Management GP serves as the general partner of Capital Management.
Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general
partner of Management Holdings.
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
The address of the
principal office of each of Atlas, PPF Credit Strategies and A-N Credit is One Manhattanville Road, Suite 201, Purchase, New York 10577.
The address of the principal office of Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road,
George Town, Grand Cayman, KY-9008, Cayman Islands. The address of the principal office of each of Atlas Management, ST Management, ST
Operating, ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital
Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York
10019.
Atlas and Credit Strategies
are each exempted companies incorporated in the Cayman Islands with limited liability. Atlas Management, PPF Credit Strategies, ST Management,
ST Capital, ST Management Holdings, A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management GP, and Management
Holdings GP are each Delaware limited liability companies. ST Operating, A-N Credit, Capital Management, and Management Holdings are each
Delaware limited partnerships.
|
(d)
|
Title of Class of Securities
|
Class A common stock,
par value $0.0001 per share (the “Common Stock”).
30158L209
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
|
Not applicable.
Beneficial ownership information is reported
as of the date of filing of this Schedule 13G, and includes warrants exercisable within 60 days from the date hereof. The Reporting Persons
hold warrants exercisable for an aggregate of 276,241 shares of Common Stock.
|
(a)
|
Amount beneficially owned:
|
Atlas
|
|
|
6,520
|
|
Atlas Management
|
|
|
6,520
|
|
PPF Credit Strategies
|
|
|
172,638.50
|
|
Credit Strategies
|
|
|
1,340,828.50
|
|
ST Management
|
|
|
1,340,828.50
|
|
ST Operating
|
|
|
1,340,828.50
|
|
ST Capital
|
|
|
1,340,828.50
|
|
ST Management Holdings
|
|
|
1,340,828.50
|
|
A-N Credit
|
|
|
595,038
|
|
A-N Credit Management
|
|
|
595,038
|
|
ACM LLC
|
|
|
29,938
|
|
ACCM LLC
|
|
|
29,938
|
|
SA Management
|
|
|
37,554
|
|
Capital Management
|
|
|
2,137,928.50
|
|
Capital Management GP
|
|
|
2,137,928.50
|
|
Management Holdings
|
|
|
2,137,928.50
|
|
Management Holdings GP
|
|
|
2,137,928.50
|
|
Atlas, PPF Credit Strategies, Credit
Strategies, and A-N Credit each disclaims beneficial ownership of all shares of the Common Stock included in this report other than the
shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that
any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, as amended, or for any other purpose. Atlas Management, ST Management, ST Operating, ST Capital, ST Management Holdings,
A-N Credit Management, ACM LLC, ACCM LLC, SA Management, Capital Management, Capital Management GP, Management Holdings and
Management Holdings GP, and Messrs. Marc Rowan, Scott Kleinman and James Zelter, the managers, as well as executive officers, of
Management Holdings GP, each disclaim beneficial ownership of all shares of Common Stock included in this report, and the filing
of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Atlas
|
|
|
0.0
|
%*
|
Atlas Management
|
|
|
0.0
|
%*
|
PPF Credit Strategies
|
|
|
0.5
|
%
|
Credit Strategies
|
|
|
3.9
|
%
|
ST Management
|
|
|
3.9
|
%
|
ST Operating
|
|
|
3.9
|
%
|
ST Capital
|
|
|
3.9
|
%
|
ST Management Holdings
|
|
|
3.9
|
%
|
A-N Credit
|
|
|
1.8
|
%
|
A-N Credit Management
|
|
|
1.8
|
%
|
ACM LLC
|
|
|
0.1
|
%
|
ACCM LLC
|
|
|
0.1
|
%
|
SA Management
|
|
|
0.1
|
%
|
Capital Management
|
|
|
6.3
|
%
|
Capital Management GP
|
|
|
6.3
|
%
|
Management Holdings
|
|
|
6.3
|
%
|
Management Holdings GP
|
|
|
6.3
|
%
|
*Rounds to less than 0.1%.
The percentages are based on 42,014,000
shares of Common Stock outstanding as of November 12, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed
on that same date.
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
0 for all Reporting Persons
|
(ii)
|
Shared power to vote or to direct the vote:
|
Atlas
|
|
|
6,520
|
|
Atlas Management
|
|
|
6,520
|
|
PPF Credit Strategies
|
|
|
172,638.50
|
|
Credit Strategies
|
|
|
1,340,828.50
|
|
ST Management
|
|
|
1,340,828.50
|
|
ST Operating
|
|
|
1,340,828.50
|
|
ST Capital
|
|
|
1,340,828.50
|
|
ST Management Holdings
|
|
|
1,340,828.50
|
|
A-N Credit
|
|
|
595,038
|
|
A-N Credit Management
|
|
|
595,038
|
|
ACM LLC
|
|
|
29,938
|
|
ACCM LLC
|
|
|
29,938
|
|
SA Management
|
|
|
37,554
|
|
Capital Management
|
|
|
2,137,928.50
|
|
Capital Management GP
|
|
|
2,137,928.50
|
|
Management Holdings
|
|
|
2,137,928.50
|
|
Management Holdings GP
|
|
|
2,137,928.50
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
0 for all Reporting Persons
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
Atlas
|
|
|
6,520
|
|
Atlas Management
|
|
|
6,520
|
|
PPF Credit Strategies
|
|
|
172,638.50
|
|
Credit Strategies
|
|
|
1,340,828.50
|
|
ST Management
|
|
|
1,340,828.50
|
|
ST Operating
|
|
|
1,340,828.50
|
|
ST Capital
|
|
|
1,340,828.50
|
|
ST Management Holdings
|
|
|
1,340,828.50
|
|
A-N Credit
|
|
|
595,038
|
|
A-N Credit Management
|
|
|
595,038
|
|
ACM LLC
|
|
|
29,938
|
|
ACCM LLC
|
|
|
29,938
|
|
SA Management
|
|
|
37,554
|
|
Capital Management
|
|
|
2,137,928.50
|
|
Capital Management GP
|
|
|
2,137,928.50
|
|
Management Holdings
|
|
|
2,137,928.50
|
|
Management Holdings GP
|
|
|
2,137,928.50
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is
being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: ¨
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below, I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect.
[The remainder of this
page is intentionally left blank.]
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2022
|
APOLLO
ATLAS MASTER FUND, LLC
|
|
|
|
By:
|
Apollo Atlas Management, LLC,
|
|
|
its investment manager
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
ATLAS MANAGEMENT, LLC
|
|
|
|
By:
|
Apollo Capital Management, L.P.,
|
|
|
its sole member
|
|
|
|
|
By:
|
Apollo Capital Management GP, LLC,
|
|
|
|
its general partner
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
Title:
|
Vice President
|
|
|
|
Apollo
PPF Credit Strategies, LLC
|
|
|
|
By:
|
Apollo PPF Credit Strategies Management, LLC,
|
|
|
its investment manager
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
CREDIT STRATEGIES MASTER FUND LTD.
|
|
|
|
By:
|
Apollo ST Fund Management LLC,
|
|
|
its investment manager
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
APOLLO
ST FUND MANAGEMENT LLC
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
ST OPERATING LP
|
|
|
|
By:
|
Apollo ST Capital LLC,
|
|
|
its general partner
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
ST CAPITAL LLC
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt
|
|
Title:
|
Vice President
|
|
|
|
ST
MANAGEMENT HOLDINGS, LLC
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
A-N CREDIT FUND (DELAWARE), L.P.
|
|
|
|
By:
|
Apollo A-N Credit Management, LLC,
|
|
|
its investment manager
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
A-N CREDIT MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt
|
|
Title:
|
Vice President
|
|
APOLLO
CREDIT MANAGEMENT, LLC
|
|
|
|
By:
|
Apollo Capital Credit Management, LLC,
|
|
|
its sole member
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
CAPITAL CREDIT MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
SA MANAGEMENT, LLC
|
|
|
|
By:
|
Apollo Capital Management, L.P.,
|
|
|
its sole member
|
|
|
|
|
By:
|
Apollo Capital Management GP, LLC,
|
|
|
|
its general partner
|
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
CAPITAL MANAGEMENT, L.P.
|
|
|
|
By:
|
Apollo Capital Management GP, LLC,
|
|
|
its general partner
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
CAPITAL MANAGEMENT GP, LLC
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt
|
|
Title:
|
Vice President
|
|
APOLLO
MANAGEMENT HOLDINGS, L.P.
|
|
|
|
By:
|
Apollo Management Holdings GP, LLC,
|
|
|
its general partner
|
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
|
Name:
|
Joseph D. Glatt
|
|
|
Title:
|
Vice President
|
|
|
|
APOLLO
MANAGEMENT HOLDINGS GP, LLC
|
|
|
|
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt
|
|
Title:
|
Vice President
|