SEC FORM
3
SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL |
OMB Number: |
3235-0104 |
Estimated average burden |
hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/15/2022
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3. Issuer Name and Ticker or Trading Symbol
Edgio, Inc.
[ EGIO ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Beneficially Owned |
1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Common Stock, par value $0.001 per share |
80,812,429 |
I |
See footnote
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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 Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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1. Name and Address of Reporting Person*
ONE MANHATTANVILLE ROAD |
SUITE 201 |
(Street)
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1. Name and Address of Reporting Person*
ONE MANHATTANVILLE ROAD |
SUITE 201 |
(Street)
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1. Name and Address of Reporting Person*
ONE MANHATTANVILLE ROAD |
SUITE 201 |
(Street)
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1. Name and Address of Reporting Person*
ONE MANHATTANVILLE ROAD |
SUITE 201 |
(Street)
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1. Name and Address of Reporting Person*
ONE MANHATTANVILLE ROAD, SUITE 201 |
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(Street)
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1. Name and Address of Reporting Person*
2 MANHATTANVILLE ROAD |
SUITE 203 |
(Street)
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1. Name and Address of Reporting Person*
TWO MANHATTANVILLE ROAD |
SUITE 203 |
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
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See Exhibit 99.2 |
06/27/2022 |
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** 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
5
(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 Number. |
Exhibit 99.1
College
Top Holdings, Inc. (“College Holdings”) holds securities of the Issuer. College Parent L.P. (“Parent”)
is the sole shareholder of College Holdings. College Parent Holdings GP, LLC (“Parent GP”) serves as the general partner
of Parent. AP IX College Holdings, L.P. (“AP IX College”) is the sole member of College GP. AP IX College Holdings GP, LLC
(“AP IX College GP”) is the general partner of AP IX College. Apollo Management IX, L.P. (“Management IX”) is
the non-member manager of AP IX College GP. The general partner of Management IX is AIF IX Management, LLC (“AIF IX LLC”).
Apollo Management, L.P. (“Apollo LP”) is the sole member and manager of AIF IX LLC. Apollo Management GP, LLC (“Management
GP”) is the general partner of Apollo LP. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member
of Management GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings.
Scott Kleinman, Marc Rowan and James Zelter are the managers, as well as executive officers, of Management Holdings GP.
Each
of the entities listed above, other than College Holdings, and each of Messrs. Kleinman, Rowan and Zelter, disclaims beneficial
ownership of any shares of the Company’s common stock owned of record by College Holdings, except to the extent of any pecuniary
interest therein, and the filing of this Form 3 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 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Exhibit 99.2
This
Statement on Form 3 is filed by: (i) College Top Holdings, Inc.; (ii) College Parent L.P., (iii) College
Parent Holdings GP, LLC; (iv) AP IX College Holdings, L.P.; (v) AP IX College Holdings GP, LLC; (vi) Apollo Management
IX, L.P.; (vii) AIF IX Management, LLC; (viii) Apollo Management, L.P.;(ix) Apollo Management GP, LLC; (x) Apollo
Management Holdings, L.P.; and (xi) Apollo Management Holdings GP, LLC.
Name
of Designated Filer: Apollo Management Holdings GP, LLC
Date
of Event Requiring Statement: June 15, 2022
Issuer
Name and Ticker or Trading Symbol: EDGIO, Inc.
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COLLEGE TOP HOLDINGS, INC. |
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By: |
College Parent L.P., |
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its sole shareholder |
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By: |
College Parent Holdings GP, LLC |
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its general partner |
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By: |
AP IX College Holdings, L.P., |
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its sole member |
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By: |
AP IX College Holdings GP, LLC, |
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its general partner |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |
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COLLEGE PARENT L.P. |
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By: |
College Parent Holdings GP, LLC |
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its general partner |
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By: |
AP IX College Holdings, L.P., |
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its sole member |
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By: |
AP IX College Holdings GP, LLC, |
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its general partner |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |
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COLLEGE PARENT HOLDINGS GP, LLC |
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By: |
AP IX College Holdings, L.P., |
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its sole member |
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By: |
AP IX College Holdings GP, LLC, |
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its general partner |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |
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AP IX COLLEGE HOLDINGS, L.P. |
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By: |
AP IX College Holdings GP, LLC, |
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its general partner |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |
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AP IX COLLEGE HOLDINGS GP, LLC |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |
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APOLLO MANAGEMENT IX, L.P. |
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By: |
AIF IX Management, LLC, |
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its general partner |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |
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AIF IX MANAGEMENT, LLC |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |
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APOLLO MANAGEMENT, L.P. |
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By: |
Apollo Management GP, LLC, |
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its general partner |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |
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APOLLO MANAGEMENT GP, LLC |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |
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APOLLO MANAGEMENT HOLDINGS, L.P. |
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By: |
Apollo Management Holdings GP, LLC, |
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its general partner |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |
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APOLLO MANAGEMENT HOLDINGS GP, LLC |
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By: |
/s/ James
Elworth |
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James Elworth |
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Vice President |