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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1. Name and Address of Reporting Person* Apollo Management Holdings GP, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/23/2021	3. Issuer Name and Ticker or Trading Symbol Redbox Entertainment Inc. [ RDBX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,756,487	I	See footnote(1)(2)
Class B Common Stock	32,770,000	I	See footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Apollo Management Holdings GP, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Redwood Holdco, LP (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Redwood Holdco GP, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* New Outerwall, Inc. (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* AP VIII Aspen Holdings, L.P. (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* AP VIII Aspen Holdings GP, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Apollo Management VIII, L.P. (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* AIF VIII Management, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Apollo Management, L.P. (Last) (First) (Middle) 2 MANHATTANVILLE ROAD SUITE 203 (Street) PURCHASE NY 10577 (City) (State) (Zip)

1. Name and Address of Reporting Person* Apollo Management GP, LLC (Last) (First) (Middle) TWO MANHATTANVILLE ROAD SUITE 203 (Street) PURCHASE NY 10577 (City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1.

2. The holdings reported on this Form 3 are being jointly reported by each of (i) Redwood Holdco, LP; (ii) Redwood GP, LLC; (iii) New Outerwall, Inc.; (iv) AP VIII Aspen Holdings, L.P.; (v) AP VIII Aspen Holdings GP, LLC; (vi) Apollo Management VIII, L.P.; (vii) AIF VIII 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 on two separate Forms 3 due to the limitations of the SEC's electronic filer system, which currently only permits 10 persons to submit a joint filing. Both filings relate to the same holdings.

	See Exhibit 99.2	12/03/2021
	** 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.
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Exhibit 99.1

 

Redwood Holdco, LP (“Redwood”) holds Class B common stock, par value $0.0001 per share, of the Issuer. AP VIII Aspen Holdings, L.P. (“Aspen Holdings”) holds Class A common stock, par value $0.0001 per share, of the Issuer.

 

The general partner of Redwood is Redwood GP, LLC (“Redwood GP”). New Outerwall, Inc. (“New Outerwall”) is the sole limited partner of Redwood and the sole member of Redwood GP. New Outerwall is an indirect majority owned subsidiary of Aspen Holdings. The general partner of Aspen holdings is AP VIII Aspen Holdings GP, LLC (“Aspen GP”) and Apollo Management VIII, L.P. (“Management VIII”) is the sole member of Aspen GP. AIF VIII Management, LLC (“AIF VIII”) serves as the general partner of Management VIII. Apollo Management, L.P. (“Apollo Management”) serves as the sole member and manager of AIF VIII and Apollo Management GP, LLC (“Management GP”) serves as the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) serves as the sole member and manager of Management GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) serves as the general partner of Management Holdings.

 

Redwood GP, New Outerwall, Aspen Holdings, Aspen GP, Management VIII, AIF VIII, Apollo Management, Management GP, Management Holdings, and Management Holdings GP, and Messrs. Joshua Harris, Marc Rowan, Scott Kleinman and James Zelter, the managers, as well as executive officers, of Management Holdings GP, each disclaim beneficial ownership of all the shares of Class B common stock held by Redwood, 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) Redwood Holdco, LP; (ii) Redwood GP, LLC; (iii) New Outerwall, Inc.; (iv) AP VIII Aspen Holdings, L.P.; (v) AP VIII Aspen Holdings GP, LLC; (vi) Apollo Management VIII, L.P.; (vii) AIF VIII 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: November 23, 2021

Issuer Name and Ticker or Trading Symbol: Redbox Entertainment Inc. [RDBX]

 

 

	REDWOOD HOLDCO, LP
	By:	/s/ Kavita Suthar
	Name:	Kavita Suthar
	Title:	Chief Financial Officer, Treasurer and Secretary
	REDWOOD GP, LLC
	By:	/s/ Kavita Suthar
	Name:	Kavita Suthar
	Title:	Chief Financial Officer, Treasurer and Secretary
	New OUTERWALL, INC.
	By:	/s/ Reed Rayman
	Name:	Reed Rayman
	Title:	Director
	AP VIII ASPEN HOLDINGS, L.P.
	By:	AP VIII Aspen Holdings GP, LLC,
		its general partner
		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President
	AP VIII ASPEN HOLDINGS GP, LLC
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President

 

 

	APOLLO MANAGEMENT VIII, L.P.
	By:	AIF VIII Management, LLC,
		its general partner
		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President
	AIF VIII MANAGEMENT, LLC
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President
	APOLLO MANAGEMENT, L.P.
	By:	Apollo Management GP, LLC,
		its general partner
		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President
	APOLLO MANAGEMENT GP, LLC
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President
	APOLLO MANAGEMENT HOLDINGS, L.P.
	By:	Apollo Management Holdings GP, LLC,
		its general partner
		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President
	APOLLO MANAGEMENT HOLDINGS GP, LLC
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Vice President