SEC Form 4 · accession 0001140361-17-040386
Apollo Commercial Real Estate Finance, Inc. · ARI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF2 | Oct 23, 2017 | P | 1,670,000 | $18.44 | A | 10,493,529 | I | See Footnote |
| Series B Preferred Stock, par value $0.01 per shareF3,F2 | Oct 23, 2017 | S | 1,229,607 | $25.04 | D | 6,770,393 | I | See Footnote |
Table II — derivative securities
Explanation of responses
- F1On October 23, 2017, QH RE Asset Company LLC ("QHREAC") and Apollo Commercial Real Estate Finance, Inc. (the "Issuer") entered into (i) a common stock purchase agreement (the "Common Stock Purchase Agreement") pursuant to which QHREAC acquired 1,670,000 shares of the Issuer's Common Stock, par value of $0.01 (the "Common Stock") and (ii) a preferred stock repurchase agreement (the "Preferred Stock Repurchase Agreement") pursuant to which the Issuer repurchased from QHREAC 1,229,607 shares of the Issuer's 8.00% Fixed-to-Floating Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") (the "Transaction").
- F2The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3The Reporting Persons' holding in the Series B Preferred Stock was inadvertently omitted from the Form 3 filed on September 28, 2015.
Remarks
The Common Stock and Series B Preferred Stock are directly held by QHREAC, a wholly-owned subsidiary of Qatar Investment Authority (together, the "Reporting Persons"). As of the date hereof, the Reporting Persons no longer own, directly or indirectly, more than 10% of a registered class of the Common Stock of the Issuer. Based on information provided in the Issuer's Form 8-K filed on October 24, 2017, the Issuer had 105,451,235 shares of Common Stock outstanding immediately prior to the effective date of the Transaction and 107,121,235 shares of Common Stock outstanding immediately following the effective date of the Transaction. Therefore, the Reporting Persons' interest in the Common Stock of the Issuer immediately prior to the effective date of the Transaction represented 8.37% of the Issuer's Common Stock and the Reporting Persons' interest in the Common Stock of the Issuer immediately following the effective date of the Transaction represents 9.80% of the Issuer's Common Stock. While the Reporting Persons' holdings in the Issuer's Common Stock increased following the acquisitions reported herein, their interest as a percentage of the aggregate outstanding shares of the Issuer's Common Stock decreased from what was reported on the Reporting Persons' Form 3 filed on September 28, 2015 as a result of the subsequent increase in the outstanding shares of the Issuer's Common Stock. As a result, based on their holdings of 8.37% of the Issuer's Common Stock immediately prior the effective dates of the Transaction, the Reporting Persons were no longer subject to Section 16 as of the effective date of the Transaction and this Form 4 is being filed voluntarily to indicate that the Reporting Persons will no longer report any such transactions on Form 4 or Form 5.