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) 08/11/2022
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3. Issuer Name and Ticker or Trading Symbol
Chicken Soup for the Soul Entertainment, Inc.
[ CSSE ]
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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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Class A Common Stock, $0.0001 per share |
3,354,933 |
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*
9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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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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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*
9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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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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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*
9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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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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1. Name and Address of Reporting Person*
9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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Explanation of Responses: |
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See Exhibit 99.2 |
08/19/2022 |
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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
Redwood Holdco, LP (“Redwood”) and AP VIII Aspen
Holdings, L.P. (“Aspen Holdings”) each hold 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. 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: August 11, 2022
Issuer Name and Ticker or Trading Symbol: Chicken Soup for the
Soul Entertainment, Inc. [CSSE]
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REDWOOD HOLDCO, LP |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Secretary |
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REDWOOD HOLDCO GP, LLC |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Secretary |
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NEW OUTERWALL, INC. |
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By: |
Aspen Parent, Inc., |
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its sole stockholder |
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By: |
AP VIII Aspen Holdings, L.P., |
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the majority holder of its Class A shares |
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By: |
AP VIII Aspen Holdings GP, LLC, |
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its general partner |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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AP VIII ASPEN HOLDINGS, L.P. |
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By: |
AP VIII Aspen Holdings GP, LLC, |
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its general partner |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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AP VIII ASPEN HOLDINGS GP, LLC |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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APOLLO MANAGEMENT VIII, L.P. |
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By: |
AIF VIII Management, LLC, |
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its general partner |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |
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AIF VIII MANAGEMENT, LLC |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
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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Name: |
James Elworth |
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Title: |
Vice President |
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APOLLO MANAGEMENT GP, LLC |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
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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Name: |
James Elworth |
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Title: |
Vice President |
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APOLLO MANAGEMENT HOLDINGS GP, LLC |
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By: |
/s/ James Elworth |
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Name: |
James Elworth |
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Title: |
Vice President |