Form 4 Redbox Entertainment For: Aug 11 Filed by: Apollo Management Holdings GP, LLC

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person * Apollo Management Holdings GP, LLC (Last) (First) (Middle) 9 W. 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Redbox Entertainment Inc. [ RDBX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/11/2022
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	08/11/2022		J (1)		4,035,943	A	(1)	36,805,943	I	See Footnotes (1) (2)
Class A Common Stock	08/11/2022		J (1)		1,756,487	D	(1)	0	I	See Footnotes (1) (2)
Class B Common Stock	08/11/2022		J (1)		36,805,943	D	(1)	0	I	See Footnotes (1) (2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. See Exhibit 99.1.

2. The holdings reported on this Form 4 are being jointly reported by each of (i) Redwood Holdco, LP; (ii) Redwood Holdco 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 4 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 signatures attached as Exhibit 99.2	08/15/2022
	** 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 4 (b)(v).
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Exhibit 99.1

 

Redwood Holdco, LP (“Redwood”) held Class B common stock, par value $0.0001 per share, of the Issuer and LLC units ("Opco LLC Units") of Redwood Intermediate LLC ("Opco LLC"). AP VIII Aspen Holdings, L.P. (“Aspen Holdings”) held Class A common stock, par value $0.0001 per share, of the Issuer.

 

On August 11, 2022, the Issuer completed the previously disclosed mergers pursuant to that Merger Agreement between the Issuer, Chicken Soup for the Soul Entertainment, Inc. (“CSSE”), RB First Merger Sub Inc. (“Merger Sub Inc,”), RB Second Merger Sub LLC (“Merger Sub LLC”), Redwood Opco Merger Sub LLC (“Opco Merger Sub LLC”), and Opco LLC. Immediately prior to the closing of the mergers, pursuant that certain Contribution and Exchange Agreement, dated May 10, 2022, Aspen Parent, Inc., the sole stockholder of New Outerwall, Inc. (“New Outerwall”), contributed $28,848,882.87 in outstanding B-2 facility first lien term loans (the “Term Loans”) to New Outerwall; New Outerwall then contributed the Term Loans to Redwood; Redwood then contributed the Term Loans to Opco LLC in exchange for 4,035,943 shares of Class B common stock of the Issuer and an equivalent number of Opco LLC Units. At the closing of the mergers, each share of Class A common stock of the Issuer and each Opco LLC Unit was cancelled and automatically deemed for all purposes to represent the right to receive 0.087 shares of CSSE Class A common stock, and each share of Class B common stock of the Issuer was automatically cancelled for no additional consideration.

 

The general partner of Redwood is Redwood Holdco GP, LLC (“Redwood GP”). 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.

 

The reporting persons 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 and all the shares of Class A common stock held by Aspen Holdings, except to the extent of any pecuniary interest therein, and the filing of this Form 4 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 4 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: Redbox Entertainment Inc. [RDBX]

 

 

	REDWOOD HOLDCO, LP
	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Secretary

 

 

REDWOOD HOLDCO GP, LLC

 

	By:	/s/ James Elworth
	Name:	James Elworth
	Title:	Secretary

 

	NEW OUTERWALL, INC.
	By:	Aspen Parent, Inc.,
		its sole stockholder
	By:	AP VIII Aspen Holdings, L.P.,
		the majority holder of its Class A shares
	By:	AP VIII Aspen Holdings GP, LLC,
		its general partner

 

		By:	/s/ James Elworth
		Name:	James Elworth
		Title:	Vice President

 

 

	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

 

 

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