Statement of Ownership (sc 13g)
12 February 2022 - 9:14AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE
13G
(Amendment No. )*
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Under the Securities Exchange Act of 1934
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Spartan Acquisition Corp. III
(Name of Issuer)
Class A Common Stock, par value $0.0001 per
share
(Title of Class of Securities)
84677R106
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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ý
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Rule 13d-1(d)
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* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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1
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Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Spartan Acquisition Sponsor III LLC
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|
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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2
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENship or place of organization
Delaware
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
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5
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sole voting power
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0 shares
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6
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shared voting power
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13,700,000 shares
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7
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sole dispositive power
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0 shares
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8
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shared dispositive power
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13,700,000 shares
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9
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aggregate amount beneficially
owned by each reporting person
13,700,000 shares
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10
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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¨
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|
11
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percent of class represented
by amount in row (9)
19.9%
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12
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type of reporting person (See
Instructions)
OO
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1
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Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AP Spartan Energy Holdings III, L.P.
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|
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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2
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(a) ¨
(b) ¨
|
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3
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SEC USE ONLY
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4
|
CITIZENship or place of organization
Delaware
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole voting power
|
|
0 shares
|
|
6
|
shared voting power
|
|
13,700,000 shares
|
|
7
|
sole dispositive power
|
|
0 shares
|
|
8
|
shared dispositive power
|
|
13,700,000 shares
|
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9
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aggregate amount beneficially
owned by each reporting person
13,700,000 shares
|
|
10
|
check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
¨
|
|
11
|
percent of class represented
by amount in row (9)
19.9%
|
|
12
|
type of reporting person (See
Instructions)
PN
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1
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Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo ANRP Advisors III, L.P.
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|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
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2
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENship or place of organization
Cayman Islands
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
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5
|
sole voting power
|
|
0 shares
|
|
6
|
shared voting power
|
|
13,700,000 shares
|
|
7
|
sole dispositive power
|
|
0 shares
|
|
8
|
shared dispositive power
|
|
13,700,000 shares
|
|
9
|
aggregate amount beneficially
owned by each reporting person
13,700,000 shares
|
|
10
|
check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
¨
|
|
11
|
percent of class represented
by amount in row (9)
19.9%
|
|
12
|
type of reporting person (See
Instructions)
OO
|
|
1
|
Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo ANRP Capital Management III, LLC
|
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
|
2
|
|
(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENship or place of organization
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole voting power
|
|
0 shares
|
|
6
|
shared voting power
|
|
13,700,000 shares
|
|
7
|
sole dispositive power
|
|
0 shares
|
|
8
|
shared dispositive power
|
|
13,700,000 shares
|
|
9
|
aggregate amount beneficially
owned by each reporting person
13,700,000 shares
|
|
10
|
check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
¨
|
|
11
|
percent of class represented
by amount in row (9)
19.9%
|
|
12
|
type of reporting person (See
Instructions)
OO
|
|
1
|
Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
APH Holdings, L.P.
|
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
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2
|
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(a) ¨
(b) ¨
|
|
3
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SEC USE ONLY
|
|
4
|
CITIZENship or place of organization
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole voting power
|
|
0 shares
|
|
6
|
shared voting power
|
|
13,700,000 shares
|
|
7
|
sole dispositive power
|
|
0 shares
|
|
8
|
shared dispositive power
|
|
13,700,000 shares
|
|
9
|
aggregate amount beneficially
owned by each reporting person
13,700,000 shares
|
|
10
|
check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
¨
|
|
11
|
percent of class represented
by amount in row (9)
19.9%
|
|
12
|
type of reporting person (See
Instructions)
PN
|
|
1
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Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Apollo Principal Holdings III GP, Ltd.
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|
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
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2
|
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(a) ¨
(b) ¨
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENship or place of organization
Cayman Islands
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH:
|
5
|
sole voting power
|
|
0 shares
|
|
6
|
shared voting power
|
|
13,700,000 shares
|
|
7
|
sole dispositive power
|
|
0 shares
|
|
8
|
shared dispositive power
|
|
13,700,000 shares
|
|
9
|
aggregate amount beneficially
owned by each reporting person
13,700,000 shares
|
|
10
|
check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
¨
|
|
11
|
percent of class represented
by amount in row (9)
19.9%
|
|
12
|
type of reporting person (See
Instructions)
CO
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Item 1.
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(a)
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Name of Issuer
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Spartan Acquisition Corp.
III
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(b)
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Address of Issuer’s Principal Executive Offices
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9 West 57th Street, 43rd Floor
New York, NY 10019
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Item 2.
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(a)
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Name of Person Filing
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This
statement is filed by (i) Spartan Acquisition Sponsor III LLC (“Spartan III Sponsor”); (ii) AP Spartan Energy
Holdings III, L.P. (“AP Spartan”); (iii) Apollo ANRP Advisors III, L.P. (“ANRP Advisors”); (iv) Apollo
ANRP Capital Management III, LLC (“ANRP Capital Management”); (v) APH Holdings, L.P. (“APH Holdings”); and
(vi) Apollo Principal Holdings III GP, Ltd. (“Principal Holdings III GP”). The foregoing are collectively referred
to herein as the “Reporting Persons.”
Spartan III Sponsor holds shares of
Class B Common Stock of the Issuer convertible into Class A Common Stock.
AP Spartan is the sole member of Spartan
III Sponsor. ANRP Advisors is the general partner of AP Spartan. ANRP Capital Management is the general partner of ANRP Advisors. APH
Holdings is the sole member of ANRP Capital Management. Principal Holdings III GP is the general partner of APH Holdings.
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(b)
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Address of Principal Business Office or, if none, Residence
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The address of the principal business
office of each of Spartan III Sponsor and AP Spartan is 9 West 57th Street, 43rd Floor, New York, New York 10019. The address of the principal
business office of each of ANRP Advisors and Principal Holdings III GP is c/o Walkers Corporate Limited; Cayman Corporate Centre; 27 Hospital
Road; George Town; Grand Cayman KY1-9008. The address of the principal business office of each of ANRP Capital Management and APH Holdings
is One Manhattanville Road, Suite 201, Purchase, New York, 10577.
Spartan
III Sponsor is a Delaware limited liability company. AP Spartan is a Delaware limited partnership. ANRP Advisors and APH Holdings
are each exempted limited partnerships registered in the Cayman Islands. ANRP Capital Management and Principal Holdings III GP are each
an exempted company registered in the Cayman Islands with limited liability.
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(d)
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Title of Class of Securities
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Class A Common
Stock, par value $0.0001 per share (the “Common Stock”).
84677R106
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
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Not applicable.
Beneficial ownership information
is reported as of the date of filing of this Schedule 13G.
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(a)
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Amount beneficially owned:
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Spartan III Sponsor
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13,700,000
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AP Spartan
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13,700,000
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ANRP Advisors
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13,700,000
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ANRP Capital Management
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13,700,000
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APH Holdings
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13,700,000
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Principal Holdings III GP
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13,700,000
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AP
Spartan, ANRP Advisors, ANRP Capital Management, APH Holdings, and Principal Holdings III GP, and Messrs. Scott Kleinman,
Marc Rowan and James Zelter, the directors of Principal Holdings III GP, each disclaim beneficial ownership of all shares of Common Stock
included in this filing, 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.
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Spartan III Sponsor
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19.9%
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AP Spartan
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19.9%
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ANRP Advisors
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19.9%
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ANRP Capital Management
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19.9%
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APH Holdings
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19.9%
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Principal Holdings III GP
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19.9%
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The percentages are based on 55,200,000
shares of Common Stock outstanding as of November 10, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q
filed on November 26, 2021.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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0 for all Reporting Persons
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(ii)
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Shared power to vote or to direct the vote:
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Spartan III Sponsor
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13,700,000
|
|
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AP Spartan
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13,700,000
|
|
|
ANRP Advisors
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13,700,000
|
|
|
ANRP Capital Management
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13,700,000
|
|
|
APH Holdings
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13,700,000
|
|
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Principal Holdings III GP
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13,700,000
|
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(iii)
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Sole power to dispose or to direct the disposition of:
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0 for all Reporting Persons
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(iv)
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Shared power to dispose or to direct the disposition of:
|
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Spartan III Sponsor
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13,700,000
|
|
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AP Spartan
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13,700,000
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|
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ANRP Advisors
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13,700,000
|
|
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ANRP Capital Management
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13,700,000
|
|
|
APH Holdings
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13,700,000
|
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Principal Holdings III GP
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13,700,000
|
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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: ¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another
Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
[The remainder of this page is intentionally
left blank.]
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2022
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SPARTAN ACQUISITION SPONSOR III LLC
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By:
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AP Spartan Energy Holdings III, L.P.,
its sole member
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By:
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Apollo ANRP Advisors III, L.P.,
its general partner
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By:
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Apollo ANRP Capital Management III, LLC,
its general partner
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By:
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/s/ James Elworth
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Name:
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James Elworth
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Title:
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Vice President
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AP SPARTAN ENERGY HOLDINGS III, L.P.
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By:
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Apollo ANRP Advisors III, L.P.,
its general partner
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By:
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Apollo ANRP Capital Management III, LLC,
its general partner
|
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|
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By:
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/s/ James Elworth
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Name:
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James Elworth
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Title:
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Vice President
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APOLLO ANRP ADVISORS III, L.P.
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By:
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Apollo ANRP Capital Management III, LLC,
its general partner
|
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By:
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/s/ James Elworth
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Name:
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James Elworth
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Title:
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Vice President
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APOLLO ANRP CAPITAL MANAGEMENT III, LLC
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By:
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/s/ James Elworth
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Name:
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James Elworth
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Title:
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Vice President
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APH HOLDINGS, L.P.
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By:
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Apollo Principal Holdings III GP, Ltd.,
its general partner
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By:
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/s/ James Elworth
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Name:
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James Elworth
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Title:
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Vice President
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APOLLO PRINCIPAL HOLDINGS III GP, LTD.
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By:
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/s/ James Elworth
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Name:
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James Elworth
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Title:
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Vice President
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