Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 00090Q 10 3

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Prime Security Services TopCo Parent, L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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

6

Shared Voting Power
582,326,416 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
582,326,416 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
582,326,416 shares of common stock

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)
77.0%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 00090Q 10 3

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Prime Security Services TopCo Parent II, L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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

6

Shared Voting Power
42,025,000 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
42,025,000 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
42,025,000 shares of common stock

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)
5.6%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 00090Q 10 3

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Prime Security Services TopCo Parent GP, LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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

6

Shared Voting Power
582,326,416 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
582,326,416 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
582,326,416 shares of common stock

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)
77.0%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 00090Q 10 3

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
AP VIII Prime Security Services Holdings, L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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

6

Shared Voting Power
582,326,416 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
582,326,416 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
582,326,416 shares of common stock

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)
77.0%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 00090Q 10 3

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Prime Security Services GP, LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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

6

Shared Voting Power
42,025,000 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
42,025,000 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
42,025,000 shares of common stock

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)
5.6%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 00090Q 10 3

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
AP VIII Prime Security Services Management, LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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

6

Shared Voting Power
624,351,416 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
624,351,416 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
624,351,416 shares of common stock

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
82.5%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 00090Q 10 3

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Management, L.P.

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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

6

Shared Voting Power
624,351,416 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
624,351,416 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
624,351,416 shares of common stock

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
82.5%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 00090Q 10 3

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Management GP, LLC

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

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

6

Shared Voting Power
624,351,416 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
624,351,416 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
624,351,416 shares of common stock

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
82.5%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 00090Q 10 3

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)

o

(b)

o

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

6

Shared Voting Power
624,351,416 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
624,351,416 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
624,351,416 shares of common stock

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
82.5%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 00090Q 10 3

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)

o

(b)

o

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

6

Shared Voting Power
624,351,416 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
624,351,416 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
624,351,416 shares of common stock

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
82.5%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 00090Q 10 3

Item 1.

(a)

Name of Issuer
ADT Inc.

(b)

Address of Issuers Principal Executive Offices

1501 Yamato Road

Boca Raton, Florida 33431

Item 2.

(a)

Name of Person Filing

This statement is filed by: (i) Prime Security Services TopCo Parent, L.P. (TopCo Parent), (ii)  Prime Security Services TopCo Parent II, L.P. (TopCo Parent II), (iii) Prime Security Services TopCo Parent GP, LLC (Parent GP), (iv) AP VIII Prime Security Services Holdings, L.P. (AP VIII Prime Security LP), (v) Prime Security Services GP, LLC (Prime GP), (vi) AP VIII Prime Security Services Management, LLC (AP VIII Prime Security Management), (vii) Apollo Management, L.P. (Apollo Management), (viii) Apollo Management GP,  LLC (Management GP), (ix) Apollo Management Holdings, L.P. (Management Holdings), and (x) Apollo Management Holdings GP, LLC (Management Holdings GP).  The foregoing are collectively referred to herein as the Reporting Persons.

TopCo Parent and TopCo Parent II are the holders of record of the securities of the Issuer.  Parent GP serves as the general partner of TopCo Parent. AP VIII Prime Security LP is the sole member of Parent GP and a limited partner of TopCo Parent. Prime GP serves as the general partner of TopCo Parent II and APVIII Prime Security LP.  AP VIII Prime Security Management serves as the investment manager of AP VIII Prime Security LP and Prime GP.  Apollo Management serves as the sole member-manager of AP VIII Prime Security Management.  Management GP serves as the general partner of Apollo Management.  Management Holdings serves as the sole member and manager of 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 principal business office of TopCo Parent, TopCo Parent II, Parent GP, Prime GP and AP VIII Prime Security LP is One Manhattanville Road, Suite 201, Purchase, New York 10577.  The principal business office of each of AP VIII Prime Security Management, Apollo Management, Management GP, Management Holdings and Management Holdings GP is 9 W. 57th Street, 43rd Floor, New York, New York 10019.

(c)

Citizenship
TopCo Parent, TopCo Parent II, AP VIII Prime Security LP, Apollo Management and Management Holdings are each Delaware limited partnerships.  Parent GP, Prime GP, AP VIII Prime Security Management, Management GP and Management Holdings GP are each Delaware limited liability companies.

(d)

Title of Class of Securities
Common Stock, par value $0.01 per share (the common stock).

(e)

CUSIP Number
00090Q 10 3

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.

CUSIP No. 00090Q 10 3

Item 4.

Ownership.

(a)

Amount beneficially owned:   

TopCo Parent:

582,326,416

TopCo Parent II

42,025,000

Parent GP:

582,326,416

AP VIII Prime Security LP:

582,326,416

Prime GP

42,025,000

AP VIII Prime Security Management:

624,351,416

Apollo Management:

624,351,416

Management GP:

624,351,416

Management Holdings:

624,351,416

Management Holdings GP:

624,351,416

Parent GP, AP VIII Prime Security LP, AP VIII Prime Security Management, Apollo Management, Management GP. Management Holdings and Management Holdings GP, and Messrs. Leon Black, Joshua Harris and Marc Rowan, 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.

(b)

Percent of class:   

TopCo Parent:

77.0%

TopCo Parent II

5.6%

Parent GP:

77.0%

AP VIII Prime Security LP:

77.0%

Prime GP

5.6%

AP VIII Prime Security Management:

82.5%

Apollo Management:

82.5%

Management GP:

82.5%

Management Holdings:

82.5%

Management Holdings GP:

82.5%

The percentage amounts are based on 756,587,893 shares of common stock outstanding as of November 2, 2018, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 8, 2018.

(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:

TopCo Parent:

582,326,416

TopCo Parent II

42,025,000

Parent GP:

582,326,416

AP VIII Prime Security LP:

582,326,416

Prime GP

42,025,000

AP VIII Prime Security Management:

624,351,416

Apollo Management:

624,351,416

Management GP:

624,351,416

Management Holdings:

624,351,416

Management Holdings GP:

624,351,416

(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:

TopCo Parent:

582,326,416

TopCo Parent II

42,025,000

Parent GP:

582,326,416

AP VIII Prime Security LP:

582,326,416

Prime GP

42,025,000

AP VIII Prime Security Management:

624,351,416

Apollo Management:

624,351,416

Management GP:

624,351,416

Management Holdings:

624,351,416

Management Holdings GP:

624,351,416

CUSIP No. 00090Q 10 3

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 o

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.

Item 10.

Certification.

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.

CUSIP No. 00090Q 10 3

PRIME SECURITY SERVICES TOPCO PARENT, L.P.

By:

Prime Security Services TopCo Parent GP, LLC

its general partner

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

PRIME SECURITY SERVICES TOPCO PARENT II, L.P.

By:

Prime Security Services GP, LLC

its general partner

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

PRIME SECURITY SERVICES TOPCO PARENT GP, LLC

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

AP VIII PRIME SECURITY SERVICES HOLDINGS, L.P.

By:

Prime Security Services GP, LLC

its general partner

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

PRIME SECURITY SERVICES GP, LLC

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

CUSIP No. 00090Q 10 3

AP VIII PRIME SECURITY SERVICES MANAGEMENT, LLC

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

APOLLO MANAGEMENT, L.P.

By:

Apollo Management GP, LLC

its general partner

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

APOLLO MANAGEMENT GP, LLC

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

APOLLO MANAGEMENT HOLDINGS, L.P.

By:

Apollo Management Holdings GP, LLC

its general partner

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

APOLLO MANAGEMENT HOLDINGS GP, LLC

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President