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. 90171V204

1

Name of Reporting Persons.
I.R.S. Identification nos. of above persons (entities only).
Apollo Twin River 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
1,692,038 shares

7

Sole Dispositive Power

8

Shared Dispositive Power
1,692,038 shares

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,038 shares

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)
5.2%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 90171V204

1

Name of Reporting Persons.
I.R.S. Identification nos. of above persons (entities only).
Apollo Advisors VII, 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
1,692,038 shares

7

Sole Dispositive Power

8

Shared Dispositive Power
1,692,038 shares

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,038 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)
5.2%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 90171V204

1

Name of Reporting Persons.
I.R.S. Identification nos. of above persons (entities only).
Apollo Capital Management VII, 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
1,692,038 shares

7

Sole Dispositive Power

8

Shared Dispositive Power
1,692,038 shares

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,038 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)
5.2%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 90171V204

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).

Apollo Principal Holdings I, 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
1,692,038 shares

7

Sole Dispositive Power

8

Shared Dispositive Power
1,692,038 shares

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,038 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)
5.2%

12

Type of Reporting Person (See Instructions)
PN

CUSIP No. 90171V204

1

Name of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Apollo Principal Holdings I 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
1,692,038 shares

7

Sole Dispositive Power

8

Shared Dispositive Power
1,692,038 shares

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,692,038 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)
5.2%

12

Type of Reporting Person (See Instructions)
OO

Item 1.

(a)

Name of Issuer
Twin River Worldwide Holdings, Inc.

(b)

Address of Issuers Principal Executive Offices
1001 Louisiana Street
Houston, Texas 77002

Item 2.

(a)

Name of Person Filing
This statement is filed by (collectively, the Reporting Persons): (i) Apollo Twin River Holdings, L.P. (Apollo Twin River), (ii) Apollo Advisors VII, L.P. (Advisors VII), (iii) Apollo Capital Management VII, LLC (Capital Management VII), (iv) Apollo Principal Holdings I, L.P. (Principal I), and (v) Apollo Principal Holdings I GP, LLC (Principal I GP).

Apollo Twin River holds shares of the Issuer.  Advisors VII is the general partner of Apollo Twin River. Capital Management VII is the general partner of Advisors VII. Principal I serves as the sole member and manager of Capital Management VII, and Principal I GP serves as the general partner of Principal I.

(b)

Address of Principal Business Office or, if none, Residence
The principal office of each of Apollo Twin River, Advisors VII, Principal I and Principal I GP is One Manhattanville Road, Suite 201, Purchase, New York 10577.  The principal office of Capital Management VII is 9 West 57th St., 43rd Floor, New York, New York 10019.

(c)

Citizenship
Apollo Twin River, Advisors VII and Principal I are each Delaware limited partnerships.  Capital Management VII and Principal I GP are each Delaware limited liability companies.

(d)

Title of Class of Securities
Common stock, $0.01 par value (the common stock)

(e)

CUSIP Number
90171V204

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.

Item 4.

Ownership.

(a)

Amount beneficially owned:   

Apollo Twin River

1,692,038

Advisors VII

1,692,038

Capital Management VII

1,692,038

Principal I

1,692,038

Principal I GP

1,692,038

Each of Advisors VII, Capital Management VII, Principal I, Principal I GP, and Messrs. Black, Harris, and Rowan, disclaim beneficial ownership of all of the 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:   

Apollo Twin River

5.2%

Advisors VII

5.2%

Capital Management VII

5.2%

Principal I

5.2%

Principal I GP

5.2%

The percentage amounts are based on 32,513,328 shares of common stock outstanding as of December 31, 2019.

(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:

Apollo Twin River

1,692,038

Advisors VII

1,692,038

Capital Management VII

1,692,038

Principal I

1,692,038

Principal I GP

1,692,038

(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:

Apollo Twin River

1,692,038

Advisors VII

1,692,038

Capital Management VII

1,692,038

Principal I

1,692,038

Principal I GP

1,692,038

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.

Not applicable.