Form SC 13G/A ADT Inc. Filed by: Apollo Management Holdings GP, LLC

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 (ML), 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
609,119,738.653 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
609,119,738.653 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
609,119,738.653 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)
81.9%

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 (ML 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
42,728,611.764 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
42,728,611.764 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
42,728,611.764 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)
5.7%

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 (ML), 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
609,119,738.653 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
609,119,738.653 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
609,119,738.653 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)
81.9%

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).

Prime Security Services TopCo (ML II), 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
42,728,611.764 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
42,728,611.764 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
42,728,611.764 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)
5.7%

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).

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
609,119,738.653 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
609,119,738.653 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
609,119,738.653 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)
81.9%

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
609,119,738.653 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
609,119,738.653 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
609,119,738.653 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)
81.9%

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
651,848,350.417 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
651,848,350.417 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
651,848,350.417 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)
87.7%

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
651,848,350.417 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
651,848,350.417 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
651,848,350.417 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)
87.7%

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
651,848,350.417 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
651,848,350.417 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
651,848,350.417 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)
87.7%

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
651,848,350.417 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
651,848,350.417 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
651,848,350.417 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)
87.7%

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
651,848,350.417 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
651,848,350.417 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
651,848,350.417 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)
87.7%

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
651,848,350.417 shares of common stock

7

Sole Dispositive Power

8

Shared Dispositive Power
651,848,350.417 shares of common stock

9

Aggregate Amount Beneficially Owned by Each Reporting Person
651,848,350.417 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)
87.7%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 00090Q 10 3

Item 1.

(a)

Name of Issuer
ADT Inc.

(b)

Address of Issuer’s 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 (ML), L.P. (“TopCo ML LP”), (ii)  Prime Security Services TopCo (ML II), L.P. (“TopCo ML II LP”), (iii) Prime Security Services TopCo (ML), LLC (“Prime TopCo ML”), (iv) Prime Security Services TopCo (ML II), LLC (“Prime TopCo ML II”), (v) Prime Security Services TopCo Parent GP, LLC (“TopCo Parent GP”), (vi) AP VIII Prime Security Services Holdings, L.P. (“AP VIII Prime Security LP”), (vii) Prime Security Services GP, LLC (“Prime GP”), (viii) AP VIII Prime Security Services Management, LLC (“AP VIII Prime Security Management”), (ix) Apollo Management, L.P. (“Apollo Management”), (x) Apollo Management GP,  LLC (“Management GP”), (xi) Apollo Management Holdings, L.P. (“Management Holdings”), and (xii) Apollo Management Holdings GP, LLC (“Management Holdings GP”).  The foregoing are collectively referred to herein as the “Reporting Persons.”

In October 2019, Prime Security Services TopCo Parent, L.P. (“TopCo Parent”) and Prime Security Services TopCo Parent II, L.P. (“TopCo Parent II”) entered into a margin loan facility and in connection therewith shares of the Issuer held of record by each of TopCo Parent and TopCo Parent II were transferred to TopCo ML LP and TopCo ML II LP, respectively. Accordingly, TopCo ML LP and TopCo ML II LP are the holders of record of the securities of the Issuer.

Prime TopCo ML serves as the general partner of TopCo ML LP, and Prime TopCo ML II serves as the general partner of TopCo ML II LP. TopCo Parent GP serves as the sole member of Prime TopCo ML. AP VIII Prime Security LP serves as the sole member of TopCo Parent GP.

Prime GP serves as the general partner for AP VIII Prime Security LP and as the sole member for Prime TopCo ML II. 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 each of TopCo ML LP, TopCo ML II LP, Prime TopCo ML, Prime TopCo ML II , TopCo Parent GP, AP VIII Prime Security LP and Prime GP 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 ML LP, TopCo ML II LP, AP VIII Prime Security LP, Apollo Management and Management Holdings are each Delaware limited partnerships.  Prime TopCo ML, Prime TopCo ML II, TopCo 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.

Item 4.

Ownership.

(a)

Amount beneficially owned:

TopCo ML LP

609,119,738.653

TopCo ML II LP

42,728,611.764

Prime TopCo ML

609,119,738.653

Prime TopCo ML II

42,728,611.764

TopCo Parent GP

609,119,738.653

AP VIII Prime Security LP

609,119,738.653

Prime GP

651,848,350.417

AP VIII Prime Security Management

651,848,350.417

Apollo Management

651,848,350.417

Management GP

651,848,350.417

Management Holdings

651,848,350.417

Management Holdings GP

651,848,350.417

Prime TopCo ML, Prime TopCo ML II, TopCo Parent GP, AP VIII Prime Security LP, Prime GP, 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 ML LP

81.9%

TopCo ML II LP

5.7%

Prime TopCo ML

81.9%

Prime TopCo ML II

5.7%

TopCo Parent GP

81.9%

AP VIII Prime Security LP

81.9%

Prime GP

87.7%

AP VIII Prime Security Management

87.7%

Apollo Management

87.7%

Management GP

87.7%

Management Holdings

87.7%

Management Holdings GP

87.7%

The percentage amounts are based on 743,503,116 shares of common stock outstanding as of November 6, 2019, as reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 12, 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:    

TopCo ML LP

609,119,738.653

TopCo ML II LP

42,728,611.764

Prime TopCo ML

609,119,738.653

Prime TopCo ML II

42,728,611.764

TopCo Parent GP

609,119,738.653

AP VIII Prime Security LP

609,119,738.653

Prime GP

651,848,350.417

AP VIII Prime Security Management

651,848,350.417

Apollo Management

651,848,350.417

Management GP

651,848,350.417

Management Holdings

651,848,350.417

Management Holdings GP

651,848,350.417

(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 ML LP

609,119,738.653

TopCo ML II LP

42,728,611.764

Prime TopCo ML

609,119,738.653

Prime TopCo ML II

42,728,611.764

TopCo Parent GP

609,119,738.653

AP VIII Prime Security LP

609,119,738.653

Prime GP

651,848,350.417

AP VIII Prime Security Management

651,848,350.417

Apollo Management

651,848,350.417

Management GP

651,848,350.417

Management Holdings

651,848,350.417

Management Holdings GP

651,848,350.417

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.

PRIME SECURITY SERVICES TOPCO (ML), L.P.

By:

Prime Security Services TopCo (ML), LLC,

its general partner

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

PRIME SECURITY SERVICES TOPCO (ML II), L.P.

By:

Prime Security Services TopCo (ML II), LLC,

its general partner

By:

/s/ Laurie D. Medley

Name:

Laurie D. Medley

Title:

Vice President

PRIME SECURITY SERVICES TOPCO (ML), LLC

By:

Prime Security Services TopCo Parent GP, LLC,

its sole member

By:

AP VIII Prime Security Services Holdings, L.P.,

its sole member

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 (ML II), LLC

By:

Prime Security Services GP, LLC,

its sole member

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

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