SEC Form SC 13G/A filed by Allego N.V. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

^* 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).

Allego N.V.

Westervoortsedijk 73 KB, 6827 AV

Arnhem, the Netherlands, 6846

This statement is filed by (i) AP Spartan Energy Holdings III (PPW), LLC (“AP PPW”); (ii) AP Spartan Energy Holdings III, L.P. (“AP Spartan”); (iii) AP Spartan Energy Holdings III (PIPE), LLC (“PIPE Holdings”); (iv) Apollo Natural Resources Partners (P2) III, L.P. (“ANRP (P2)”); (v) ANRP III (NGL Debt), L.P. (“NGL Debt”); (vi) ANRP III Intermediate Holdings II, L.P. (“ANRP Intermediate”); (vii) Apollo ANRP Advisors III (P2), L.P. (“ANRP Advisors (P2)”); (viii) Apollo ANRP Advisors III, L.P. (“ANRP Advisors”); (ix) Apollo ANRP Capital Management III, LLC (“ANRP Capital Management”); (x) APH Holdings, L.P. (“APH Holdings”); and (xi) Apollo Principal Holdings III GP, Ltd. (“Principal Holdings III GP”). The foregoing are collectively referred to herein as the “Reporting Persons.”

AP PPW, AP Spartan and PIPE Holdings each hold securities of the Issuer.

ANRP (P2) and ANRP Intermediate are the members of AP PPW. ANRP (P2) and NGL Debt are the members of PIPE Holdings. ANRP Advisors (P2) is the general partner of ANRP (P2). ANRP Advisors is the general partner of each of AP Spartan, ANRP Intermediate and NGL Debt. ANRP Capital Management is the general partner of ANRP Advisors and ANRP Advisors (P2). APH Holdings is the sole member of ANRP Capital Management. Principal Holdings III GP is the general partner of APH Holdings. Scott Kleinman, Marc Rowan and James Zelter are the directors of Principal Holdings III GP, and as such may be deemed to have voting and dispositive control of the securities held of record by AP PPW, AP Spartan and PIPE Holdings.

The address of the principal business office of each of AP PPW, PIPE Holdings, AP Spartan, ANRP (P2), ANRP Intermediate and NGL Debt is 9 West 57th Street, 43rd Floor, New York, New York 10019. The address of the principal business office of each of ANRP Advisors, ANRP Advisors (P2) 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 100 West Putnam Avenue, Greenwich, Connecticut 06830.

AP PPW and PIPE Holdings are each a Delaware limited liability company. AP Spartan, ANRP Intermediate, ANRP (P2) and NGL Debt are each a Delaware limited partnership. ANRP Advisors, ANRP Advisors (P2), 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.

Ordinary share, nominal value EUR 0.12 per share (the “Ordinary Share”).

N0796A 100

Not applicable.

Beneficial ownership information is reported as of December 31, 2023.

AP PPW, AP Spartan and PIPE Holdings each disclaim beneficial ownership of all Ordinary Shares included in this report other than the Ordinary Shares held of record by such Reporting Person, 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. ANRP (P2), NGL Debt, ANRP Intermediate, ANRP Advisors (P2), ANRP Advisors, ANRP Capital Management, APH Holdings and Principal Holdings III GP, and Messrs. Scott Kleinman, James Zelter and Marc Rowan, the directors of Principal Holdings III GP, each disclaim beneficial ownership of any securities reported herein as held by AP PPW, AP Spartan and PIPE Holdings, or that may be beneficially owned by any of the other reporting persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, 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.

The percentages are based on 267,854,160 Ordinary Shares outstanding as of September 30, 2023, as disclosed in the Issuer’s Report of foreign issuer on Form 6-K filed on November 28, 2023.

0 for all Reporting Persons

0 for all Reporting Persons

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: ¨

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

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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 13, 2024