Filing Details

Accession Number:
0001104659-24-028804
Form Type:
13D Filing
Publication Date:
2024-02-27 19:00:00
Filed By:
Apollo Management Holdings Gp, Llc
Company:
Edgio Inc. (NASDAQ:EGIO)
Filing Date:
2024-02-28
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
College Top Holdings, Inc 8 79,733,571 10 79,733,571 79,733,571 34.2%
College Parent 8 79,733,571 10 79,733,571 79,733,571 34.2%
College Parent Holdings GP 8 79,733,571 10 79,733,571 79,733,571 34.2%
AP IX College Holdings 8 79,733,571 10 79,733,571 79,733,571 34.2%
AP IX College Holdings GP 8 79,733,571 10 79,733,571 79,733,571 34.2%
Apollo Management IX 8 79,733,571 10 79,733,571 79,733,571 34.2%
AIF IX Management 8 79,733,571 10 79,733,571 79,733,571 34.2%
Apollo Management 8 79,733,571 10 79,733,571 79,733,571 34.2%
Apollo Management GP 8 79,733,571 10 79,733,571 79,733,571 34.2%
Apollo Management Holdings 8 79,733,571 10 79,733,571 79,733,571 34.2%
Apollo Management Holdings GP 8 79,733,571 10 79,733,571 79,733,571 34.2%
Filing
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13d

(Amendment No. 2)*

 

Under the Securities Exchange Act of 1934

 

EDGIO, INC.

(Name of Issuer)
 

Common stock, par value $0.001 per share

(Title of Class of Securities)
 

53261M104

(CUSIP Number)

 

Erin E. Martin, Esq.
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, NW

Washington, DC 20004-2541

(202) 739-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 14, 2023

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

* 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).

 

 

 

 

 

  CUSIP No. 53261M104  

 

 1

NAME OF REPORTING PERSONS

 

College Top Holdings, Inc.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

CO

       

2

 

 

  CUSIP No. 53261M104  

 

 1

NAME OF REPORTING PERSONS

 

College Parent L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

PN

       

3

 

 

  CUSIP No. 53261M104  

 

 1

NAME OF REPORTING PERSONS

 

College Parent Holdings GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

OO

       

4

 

 

  CUSIP No. 53261M104  

 

 1

NAME OF REPORTING PERSONS

 

AP IX College Holdings, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

PN

       

5

 

 

  CUSIP No. 53261M104  

 

 1

NAME OF REPORTING PERSONS

 

AP IX College Holdings GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

OO

         

6

 

 

  CUSIP No. 53261M104  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management IX, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

PN

         

7

 

 

  CUSIP No. 53261M104  

 

 1

NAME OF REPORTING PERSONS

 

AIF IX Management, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

OO

       

8

 

 

  CUSIP No. 53261M104  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

PN

       

9

 

 

  CUSIP No. 53261M104  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

OO

       

10

 

 

  CUSIP No. 53261M104  

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management Holdings, L.P.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

PN

       

11

 

 

 1

NAME OF REPORTING PERSONS

 

Apollo Management Holdings GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

 3

SEC USE ONLY

 

 4

SOURCE OF FUNDS

 

OO

 5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨

 

 6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7

SOLE VOTING POWER

 

 8

SHARED VOTING POWER

 

79,733,571

 9

SOLE DISPOSITIVE POWER

 

 10

SHARED DISPOSITIVE POWER

 

79,733,571

 11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

79,733,571

 12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

 13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

34.2%

 14

TYPE OF REPORTING PERSON

 

OO

       

12

 

 

Schedule 13D/A

Amendment No. 2

 

The information in this Amendment No. 2 to Schedule 13D (this “Amendment No. 2” or this “13D/A”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the U.S. Securities and Exchange Commission (the “SEC”) by College Top Holdings, Inc. (“College Holdings”) and the other Reporting Persons therein described on June 27, 2022, relating to the common stock, par value $0.001 per share (the “Common Stock”), of Edgio, Inc., a Delaware corporation (the “Issuer” or the “Company”), as amended by that certain Amendment No. 1 filed on November 16, 2023 (as amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D, which remains unchanged.

 

This Amendment No. 2 is filed to correct an error in the number of shares reported as beneficially owned by the Reporting Persons in Amendment No. 1, and not as a result of any transaction in the securities of the Issuer.

 

Except as set forth herein, the Schedule 13D remains unmodified.

 

Item 5.                Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated as follows:

 

(a) & (b) Information in Rows 7 to 13 of the respective cover pages of the individual Reporting Persons are incorporated into this Item 5 by reference. The aggregate beneficial ownership of the Common Stock by the Reporting Persons is as follows:

 

Sole Voting Power 0
Shared Voting Power 79,733,571
Sole Dispositive Power 0
Shared Dispositive Power 79,733,571

 

The Reporting Persons’ aggregate percentage beneficial ownership of the total amount of Common Stock outstanding is 34.2%, based on a total of 233,210,797 shares of Common Stock outstanding as of December 14, 2023, as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the SEC on January 3, 2024.

 

Each of the entities listed above other than College Holdings disclaims beneficial ownership of any shares of the Common stock owned of record by College Holdings, except to the extent of any pecuniary interest therein, and the filing of this Schedule 13D 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.

 

(c) Except as described above and in Items 4 and 6 of this Schedule 13D, which information is incorporated herein by reference, none of the Reporting Persons has effected any transactions of the Common Stock during the 60 days preceding the date of this Schedule 13D.

 

(d) & (e) Not applicable.

 

13

 

 

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 28, 2023

 

  COLLEGE TOP HOLDINGS, INC.
   
  By: College Parent L.P.,
    its sole shareholder
     
    By: College Parent Holdings GP, LLC
      its general partner
       
      By: AP IX College Holdings, L.P.,
        its sole member
         
        By: AP IX College Holdings GP, LLC,
          its general partner
           
          By: /s/ James Elworth
            James Elworth
            Vice President
             
             
  COLLEGE PARENT L.P.
   
  By: College Parent Holdings GP, LLC
    its general partner
     
    By: AP IX College Holdings, L.P.,
      its sole member
       
      By: AP IX College Holdings GP, LLC,
        its general partner
         
        By: /s/ James Elworth
          James Elworth
          Vice President
           
           
  COLLEGE PARENT HOLDINGS GP, LLC
   
  By: AP IX College Holdings, L.P.,
    its sole member
     
    By: AP IX College Holdings GP, LLC,
      its general partner
       
      By: /s/ James Elworth
        James Elworth
        Vice President

 

 

 

  AP IX COLLEGE HOLDINGS, L.P.
             
  By: AP IX College Holdings GP, LLC,
    its general partner
     
    By: /s/ James Elworth
      James Elworth
      Vice President
       
       
  AP IX COLLEGE HOLDINGS GP, LLC
   
  By: /s/ James Elworth
    James Elworth
    Vice President
     
     
  APOLLO MANAGEMENT IX, L.P.
   
  By: AIF IX Management, LLC,
    its general partner
     
    By: /s/ James Elworth
      James Elworth
      Vice President
       
       
  AIF IX MANAGEMENT, LLC
   
  By: /s/ James Elworth
    James Elworth
    Vice President
     
     
  APOLLO MANAGEMENT, L.P.
   
  By: Apollo Management GP, LLC,
    its general partner
     
    By: /s/ James Elworth
      James Elworth
      Vice President

 

 

 

  APOLLO MANAGEMENT GP, LLC
             
  By: /s/ James Elworth
    James Elworth
    Vice President
     
     
  APOLLO MANAGEMENT HOLDINGS, L.P.
   
  By: Apollo Management Holdings GP, LLC,
    its general partner
     
    By: /s/ James Elworth
      James Elworth
      Vice President
       
       
  APOLLO MANAGEMENT HOLDINGS GP, LLC
   
  By: /s/ James Elworth
    James Elworth
    Vice President