Post on 25-Mar-2018
transcript
4020994
Board of Governors of the Federal Reserve System
FR Y-6 0MB Number 7100-0297 Approval expires September 30, 2018 Page 1 of2
Annual Report of Holding Companies-FR Y-6
Report at the close of business as of the end of fiscal year
This Report is required by law: Section 5(c)(1 )(A) of the Bank Holding Company Act (12 U.S.C. § 1844(c)(1)(A)); sections 8(a) and 13(a) of the International Banking Act (12 U.S.C. §§ 3106(a) and 3108(a)); sections 11 (a)(1 ), 25, and 25A of the Federal Reserve Act (12 U.S.C. §§ 248(a)(1 ), 602, and 611 a); and sections 113, 165, 312,618, and 809 of the Dodd-Frank Act (12 U.S.C.
This report form is to be fi led by all top-tier bank holding companies, top-tier savings and loan holding companies, and U.S. intermediate holding companies organized under U.S. law, and by any foreign banking organization that does not meet the requirements of and is not treated as a qualifying foreign banking organization under Section 211.23 of Regulation K {12 C.F.R. § 211.23). (See page one of the general instructions for more detail of who must file.) The Federal Reserve may not conduct or sponsor, and an organization (or a person) is not required to respond to, an information collection unless it displays a currently valid 0MB control number.
§§ 5361, 5365, 5412, 1850a(c)(1), and 5468(b)(1)). Return to the appropriate Federal Reserve Bank the original and the number of copies specified.
NOTE: The Annual Report of Holding Companies must be signed by one director of the top-tier holding company. This individual should also be a senior official of the top-tier holding company. In the event that the top-tier holding company does not have an individual who is a senior official and is also a director, the chairman of the board must sign the report. If the holding company is an ESOP/ESOT formed as a corporation or is an LLC , see the General Instructions for the authorized individual who must sign the report. 1, Eduardo Arriola
Name of the Holding Company Director and Official
Chairman & CEO Title of the Holding Company Director and Official
attest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been prepared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief.
With respect to information regarding individuals contained in this report, the Reporter certifies that it has the authority to provide this information to the Federal Reserve. The Reporter also certifies that it has the authority, on behalf of each individual, to consent or object to public release of information regarding that individual. The Federal Reserve may assume, in the absence of a request for confidential treatment submitted in accordance w· h the Board's "Rules Regarding Availability of Information," 12 .F.R. Part 261, that the Reporter and individual consent to p I c release of all details in the report c e ing that individual.
Date of Signature
For holding companies !1!21. registered with the SEC- -Indicate status of Annual Report to Shareholders:
D is included with the FR Y-6 report
0 wil l be sent under separate cover
D is not prepared
For Federal Reserve Bank Use Only
RSSDID
C.I.
Date of Report (top-tier holding company's fiscal year-end):
December 31, 2016 Month I Day I Year
N/A Reporter's Legal Entity Identifier (LEI) (20-Character LEI Code)
Reporter's Name, Street. and Mailing Address
Apollo Bancshares. Inc. Legal Title of Holding Company
1150 South Miami Avenue (Mailing Address of the Holding Company) Street/ P.O. Box
Miami FL 33130 -------
City State Zip Code
Physical Location (if d ifferent from mailing address)
Person to whom questions about this report should be directed: Otto Escoto AVP/Asst. Controller Name
305-398-9025 Area Code/ Phone Number / Extension
305-372-0246 Area Code/ FAX Number
otto.escoto@apollobank.com E-mail Address
www.apollobank.com
Title
Address (URL) for the Holding Company's web page
Is confidential treatment requested for any portion ~ of this report submission? .. .... . ..... .. ............ ... . '1=ves[TJ In accordance with the General Instructions for this report (check only one).
1. a letter justifying this request is being provided along with the report . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. D
2. a letter justifying this request has been provided separately .. . ............. ....... ......... . .. ... ....... ... ............ D
NOTE : Information for which confidential treatment is being requested must be provided separately and labeled as "confidential."
Public reporting burden for this information collection is estimated to vary from 1.3 to 101 hours per response. with an average of 5.50 hours per response, including time to gather and maintain data in the required form and to review instructions and complete the information collection. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets. NW, Washington, DC 20551 , and to the Office of Management and Budget. Paperwork Reduction Project (7100-0297), Washington, DC 20503.
12/2016
For Use By Tiered Holding Companies
FRY-6 Page 2 of 2
Top-tiered holding companies must list the names, mailing address, and physical locations of each of their subsidiary holding companies below.
Legal Tit le of Subsidiary Holding Company Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box (Mailing Address of the Subsidiary Holding Company) Street I P.O. Box
City State Zip Code City State Zip Code
Physical Location (if different from mailing address) Physical Location (if different from mailing address)
Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box (Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box
City State Zip Code City State Zip Code
Physical Location (if different from mailing address) Physical Location (if different from mailing address)
Legal Title of Subsidiary Holding Company Legal Title of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box (Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box
City State Zip Code City State Zip Code
Physical Location (if different from mailing address) Physical Location (if different from mailing address)
Legal Title of Subsidiary Holding Company Legal TIiie of Subsidiary Holding Company
(Mailing Address of the Subsidiary Holding Company) Street / P.O. Box (Mailing Address of the Subsidiary Holding Company) Street/ P.O. Box
City State Zip Code City State Zip Code
Physical Location (if different from mailing address) Physical Location (if different from mailing address)
12/2012
Report Item:
Form FR Y-6
Apollo Bancshares, Inc.
Miami, Florida
Fiscal Year Ending December 31, 2016
1. The Bank Holding Company does not create an annual report for shareholders. However, Bank Holding Company
audited financial statements are available for distribution to all shareholders.
2a. - Organizational Chart
Apollo Bancshares, Inc.
Miami, Florida
{LEI: N/A)
Incorporated in the State of Florida
82%
APOLLO BANK
Miami, Florida
{LEI: N/A)
Incorporated in the State of Florida
100%
UCB SOLUTIONS, LLC Miami, Florida
{LEI: N/A) Inactive OREOSole Member
Incorporated in the State of Florida
Results: A list of branches for your depository institution: APOLLO BANK (ID_RSSD: 3057818).This depository institution is held by APOLLO BANCSHARES, INC. (4020994) of MIAMI, FL.The data are as of 12/31/2016. Data reflects information that was received and processed through 01/10/2017.
Reconciliation and Verification Steps1. In the Data Action column of each branch row, enter one or more of the actions specified below2. If required, enter the date in the Effective Date column
ActionsOK: If the branch information is correct, enter 'OK' in the Data Action column.Change: If the branch information is incorrect or incomplete, revise the data, enter 'Change' in the Data Action column and the date when this information first became valid in the Effective Date column.Close: If a branch listed was sold or closed, enter 'Close' in the Data Action column and the sale or closure date in the Effective Date column.Delete: If a branch listed was never owned by this depository institution, enter 'Delete' in the Data Action column.Add: If a reportable branch is missing, insert a row, add the branch data, and enter 'Add' in the Data Action column and the opening or acquisition date in the Effective Date column.
If printing this list, you may need to adjust your page setup in MS Excel. Try using landscape orientation, page scaling, and/or legal sized paper
Submission ProcedureWhen you are finished, send a saved copy to your FRB contact. See the detailed instructions on this site for more informationIf you are e‐mailing this to your FRB contact, put your institution name, city and state in the subject line of the e‐mail
Note:To satisfy the FR Y‐10 reporting requirements, you must also submit FR Y‐10 Domestic Branch Schedules for each branch with aData Action of Change, Close, Delete, or Add.The FR Y‐10 report may be submitted in a hardcopy format or via the FR Y‐10 Online application ‐ https://y10online.federalreserve.gov
* FDIC UNINUM, Office Number, and ID_RSSD columns are for reference only. Verification of these values is not required.
Data Action Effective Date Branch Service Type Branch ID_RSSD* Popular Name Street Address City State Zip Code County Country FDIC UNINUM* Office Number* Head Office Head Office ID_RSSD* CommentsChange 3/15/2010 Full Service (Head Office) 3057818 BRICKELL BRANCH 1150 SOUTH MIAMI AVENUE MIAMI FL 33130 MIAMI‐DADE UNITED STATES 291938 1 APOLLO BANK 3057818OK Full Service 4256588 DORAL BRANCH 8600 NORTHWEST 17TH STREET, SUITE 120 DORAL FL 33126 MIAMI‐DADE UNITED STATES 535205 3 APOLLO BANK 3057818OK Full Service 3742244 HIALEAH BRANCH 1255 WEST 49TH STREET HIALEAH FL 33012 MIAMI‐DADE UNITED STATES Not Required 15 APOLLO BANK 3057818Change 5/30/2012 Full Service 4412188 CORAL GABLES BRANCH 1826 PONCE DE LEON BOULEVARD MIAMI FL 33134 MIAMI‐DADE UNITED STATES 531335 2 APOLLO BANK 3057818Change 8/08/2014 Full Service 3742235 DOWNTOWN BRANCH 235 SE 1ST STREET MIAMI FL 33131 MIAMI‐DADE UNITED STATES Not Required 16 APOLLO BANK 3057818OK Full Service 4281928 KENDALL BRANCH 9851 NORTH KENDALL DRIVE MIAMI FL 33176 MIAMI‐DADE UNITED STATES Not Required 17 APOLLO BANK 3057818OK Full Service 3742217 WESTCHESTER BRANCH 7101 SW 8TH STREET MIAMI FL 33144 MIAMI‐DADE UNITED STATES Not Required 12 APOLLO BANK 3057818
FORM FRY-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 3: Securities holders
Current securities holders with ownership, control or holdings of 5% or more with power to vote as of fiscal
year ending 12-31-16:
(l)(a)
Name City, State, Country
Carlos and Alberto Motta
Panama City, Panama
Eduardo Arriola and Family
Miami, Florida, USA
Nicholas Di Tempera
Hillsborough Beach, Florida, USA
(l)(b)
Country of Citizenship
or Incorporation
Panama
USA
USA
Shares
Shares
Options (shares)
Warrants (shares)
Shares
Options (shares)
(l)(c )
Number and Percentage of
Each Class of Voting Securities
290,910
290,910 -
195,318
77,650
9,000
281,968 -
202,500
13,649
216,149 -
7.14%
6.92%
5.31%
Securities holders not listed in 3(1)(a) through 3(1)(c) that had ownership, control, or holdings of 5% or more
with power to vote during the fiscal year ending 12-31-16:
(l)(a)
Name City, State, Country
(l)(b)
Country of Citizenship
or Incorporation
None
(l)(c)
Number and Percentage of
Each Class of Voting Securities
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
Eduardo Arriola Chairman & CEO Director & Chairman Chairman & CEO Director 6.92% N/A Inktel Direct Corporation - 25%
Coral Gables, Florida USA Apollo Bank Apollo Bank Inktel Direct Corporation
Manager
UCB Solutions, LLC
(Apollo Bank ORE subsidiary)
Richard Dailey President Director & Secretary President Partner/Director 2.28% N/A N/A
Miami, Florida USA Apollo Bank Apollo Bank Dade Systems, LLP
Manager
UCB Solutions, LLC
(Apollo Bank ORE subsidiary)
Matthew Adler President & CEO, Adler Kawa Real Director Director Managing Member & President 1.56% N/A AKREA Manager, LLC - 40%
Miami, Florida USA Estate Advisors Apollo Bank AKREA Manager, LLC
Managing Member Adler International Manager, LLC - 100%
Adler International Manager, LLC
President Adler International III Manager, LLC - 100%
Adler International III Manager, LLC
President Cardinal Park Holding Manager, LLC - 100%
Cardinal Park Holding Manager, LLC
President SF Light Industrial Manager, LLC - 100%
SF Light Industrial Manager, LLC
Limited Partner N/A
Adler Norfolk Associates
Partner N/A
Crossroads Associates
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
Limited Partner N/A
Sawgrass FlexxSpace Condos, Ltd.
Member N/A
Adler Group Property Management, LLC
Member N/A
Adler Kawa Real Estate Fund II, LLC
Partner N/A
Adler Pavilion Ltd.
EVP, Member N/A
Adler Technologies LLC
Managing Member & President N/A
Adler Fund B Investor, LLC
Managing Member N/A
Adler Fund Manager LLC
President N/A
Adler Kawa Real Estate Advisors, LLC
Director N/A
Adler Kawa US Property Partners Ltd
Director N/A
AKREA Capital Corp.
Director N/A
AKREA Lending Corp.
Director/President N/A
Adler Kawa International Inc.
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
President N/A
AKREA Fund Manager III, LLC
President N/A
Adler Kawa Real Estate Fund III, LLC
President N/A
Adler Kawa US Property Partners III LP
President N/A
Adler Kawa III Invetor 2 LP
Director N/A
Adler Kawa III Lending Corp.
President N/A
Adler Kawa III Holding 1, LLC
President N/A
Adler Kawa III Holding 2, LLC
President N/A
AF Greenbriar TN Manager, LLC
President N/A
AKF2 Carmel, LLC
President N/A
AKF2 Carmel Manager, LLC
President N/A
AKF2 Bammel, LLC
President N/A
AKF2 Legacy, LLC
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
President N/A
AKF2 NW Houston, LLC
President N/A
AKF2 NW Houston Manager, LLC
President N/A
AKF2 Vista Point North, LLC
President N/A
AKF2 Vista Point North Manager, LLC
President N/A
AKF2 Park Ten, LLC
President N/A
AKF2 Park Ten Manager, LLC
President N/A
AKF2 Oak Hill, LLC
President N/A
AKF2 OAK Hill Manager, LLC
President N/A
AKF2 Cardinal Park, LLC
President N/A
AKF2 Cardinal Park Manager, LLC
President N/A
AKF2 Cardinal Park Parent, LLC
President N/A
AKF2 Cardinal Park Holdings, LLC
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
President N/A
Cardinal Park Holding 1, LLC
President N/A
Cardinal Park Holding 2, LLC
Director N/A
Cardinal Park Lending Corp.
Director N/A
Cardinal Park Investors 1 Ltd.
Director N/A
Cardinal Park Investors 2 Ltd.
President N/A
AKF2 Shopton, LLC
President N/A
AKF2 Shopton Manager, LLC
President N/A
AKF2 Shopton Holdings, LLC
President N/A
AKF3 South Point, LLC
President N/A
AKF3 South Point Manager, LLC
President N/A
AKF3 Yamato, LLC
President N/A
AKF3 Yamato Manager, LLC
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
President N/A
AKF3 Valencia LLC
President N/A
Valencia Intermediate Holdings, LLC
President N/A
AK Valencia Holdings, LLC
President N/A
AKF3 Valencia Manager, LLC
President N/A
AKF3 SF Light Industrial Holdings, LLC
President N/A
AKF3 SF Light Industrial, LLC
President N/A
AKF3 SF Light Industrial Manager, LLC
President N/A
SF Light Industrial Holding, LLC
Director N/A
SF Light Industrial Investors, Ltd.
President N/A
AKF3 Kramer, LLC
President N/A
AKF3 Kramer Manager, LLC
Robert Elias Managing Member Director Director Managing Member 1.35% N/A The Elias Law Firm, PLLC - 100%
Miami, Florida USA The Elias Law Firm, PLLC Apollo Bank The Elias Law Firm, PLLC
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
Member of LLC N/A
Elias Properties - Ft. Worth LLC
Member of LLC N/A
Commonwwealth Options Parcels, LLC
Member of LLC N/A
Commonwwealth Commerce Center, LLC
Member of LLC N/A
United-1550 N. Ellis Road, LLC
General Partner Elias Joint Venture (Oklahoma Partnership) - 33.33%
Elias Joint Venture (Oklahoma Partnership)
Limited partner N/A
Kelco Apalachee Associates I, Ltd.
Shareholder N/A
The Graham Companies
Managing Member Gables Investment Holdings, LLC - 68.75%
Gables Investment Holdings, LLC
Managing Member Elias Properties - Broadway, LLC - 25%
Elias Properties - Broadway, LLC
Managing Member Lakeside Lane ORC, LLC - 50%
Lakeside Lane ORC, LLC
William Heffernan N/A Director Director Owner 0.25% N/A Culver Road LLC -80%
Miami, Florida USA Apollo Bank Culver Road LLC
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
Luis Hernandez Founder & Managing Director of Director Director Founder & Managing Director of 1.47% N/A Linq Financial Group - 100%
Miami, Florida USA LINQ Financial Group Apollo Bank Linq Financial Group
President RTD Real Estate Holdings - 100%
RTD Real Estate Holdings
Owner LA Hernandez Agency - 100%
LA Hernandez Agency
Managing Partner Linq Group Benefits, LLC - 75%
Linq Group Benefits, LLC
Principal Owner Linq Risk Management - 50%
Linq Risk Management
Manager MIARI LLC - 50%
MIARI LLC
Carlos Herrera, Jr. President Director Director President 2.98% N/A Fenix Contractors, Inc. - 100%
Miami, Florida USA Fenix Contractors, Inc. Apollo Bank Fenix Contractors, Inc.
Manager CTP Holdings, LLC - 100%
CTP Holdings, LLC
Authorized Member LCTP Management, LLC - 100%
LCTP Management, LLC
Manager Sterling 1826 Ponce LLC - 100%
Sterling 1826 Ponce LLC
Manager Silver Palm II LLC - 100%
Silver Palm II LLC
Manager Miami Lakes Office Complex, LLC - 100%
Miami Lakes Office Complex, LLC
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
President Batter's Box USA Inc. - 100%
Batter's Box USA Inc.
President 3H Development of Miami Inc. - 100%
3H Development of Miami Inc.
President APEX Maintenance Inc. - 100%
APEX Maintenance Inc.
Manager G-4 Slip, LLC - 100%
G-4 Slip, LLC
Trustee of Managing Member Miami Lakes Office Park Holdings, LLC - 99.20%
Miami Lakes Office Park Holdings, LLC
Manager Herrera Management LLC - 90%
Herrera Management LLC
Manger Herrera Holdings, LTD - 89.40%
Herrera Holdings, LTD
Manger Sterling Secured Debt Investments LLC - 70%
Sterling Secured Debt Investments LLC
Manger Fenix World Holdings, LTD - 50.60%
Fenix World Holdings, LTD
Manger HC Residential Holdings III, LLC - 50%
HC Residential Holdings III, LLC
Manger 260 Triangle Parc, LLC - 50%
260 Triangle Parc, LLC
Manger The Heights at Coral Town Park, LLC - 45%
The Heights at Coral Town Park, LLC
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
Manger The Preserve at Coral Town Park, LLC - 45%
The Preserve at Coral Town Park, LLC
Manger The Landings at Coral Town Park, LLC - 40%
The Landings at Coral Town Park, LLC
Leslie Alan Rozencwaig Managing Partner Director Director Managing Partner 3.28% N/A Rozencwaig & Nadel, LLP - 90%
Miami, Florida USA Rozencwaig & Nadel, LLP Apollo Bank Rozencwaig & Nadel, LLP
President Leslie Alan Rozencwaig, PA - 100%
Leslie Alan Rozencwaig, PA
Manager Sagmaj Viax, LLC - 66.66%
Sagmaj Viax, LLC
Manager Two Plows LLC - 50%
Two Plows LLC
Manager 55 Fidelius LLC - 50%
55 Fidelius LLC
Manager Otra Mas LLC - 28%
Otra Mas LLC
Manager Armash LLC - 28%
Armash LLC
Manager Super Partner LLC - 28%
Super Partner LLC
Manager Sharma LLC - 28%
Sharma LLC
Manager Mashar LLC - 28%
Mashar LLC
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
Manager Sharma-ISR, LLC - 28%
Sharma-ISR, LLC
Manager Sharma Canada LLC - 28%
Sharma Canada LLC
Manager Sharma BZ, LLC - 28%
Sharma BZ, LLC
Manager Sharma Moxst LLC - 28%
Sharma Moxst LLC
Manager Sharma Organics LLC - 28%
Sharma Organics LLC
Manager Little Moon Essentials, LLC - 28%
Little Moon Essentials, LLC
Director N/A
Triple FFF Investments, Inc.
Manager N/A
SAEMBR LLC
Manager N/A
JL Lifekee LLC
Manager N/A
JS Takeaway LLC
Manager N/A
Viaz Dental Technologies LLC
Manager N/A
Cuval LLC
FORM FR Y-6
APOLLO BANCSHARES, INC.
Fiscal Year Ending December 31, 2016
Report Item 4: Insiders
(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )
(4)( c)
List names of other companies
(includes partnerships) if 25%
(2) (3)(b) (3)(c ) (4)(a) (4)(b) or more of voting securities are
(1) Principal Occupation if (3)(a) Title & Position with Title & Position with Percentage of Voting Percentage of Voting Shares held (List names of companies
Names other than with Bank Holding Title & Position with Subsidiaries (include names Other Businesses (include names Shares in Bank Holding in Subsidiaries (include names and percentage of voting
City, State, Country Company Bank Holding Company of subsidiaries) of other businesses) Company of subsidiaries) securities held)
Manager N/A
Hanalei LLC
Jeffrey Scheck Vice President, Scheck Group Director Director Vice President 3.01% N/A N/A
Miami, Florida USA Apollo Bank Scheck Alpha LP
Vice President Jems of Miami, Inc. - 25%
Jems of Miami, Inc.
Vice President N/A
Scheck Investments, LP
Nicholas Di Tempora Chairman of the Board, MAPEI Director Director MGRM 5.31% N/A Yoni Investment - 50%
Miami, Florida USA Americas Apollo Bank Yoni Investment
MGRM Ad Alta Investments, LLC - 50%
Ad Alta Investments, LLC
Partner 3087-5801 Quebec Inc. - 50%
3087-5801 Quebec Inc.
Managing Member Tem-Cap Equities Inc. - 50%
Tem-Cap Equities Inc.
Managing Member N/A
Mapei Corporation
Andres Vega, Dr. Anesthesiologist and practicing Director Director President 2.27% N/A Andres Vega MD PA - 100%
Miami, Florida USA physician, AV Pain Consultants Apollo Bank Andres Vega MD PA