annual report of holding companies-fr y-6 use by tiered holding companies fry-6 page 2 of 2...

4020994

Board of Governors of the Federal Reserve System

FR Y-6 0MB Number 7100-0297 Approval expires September 30, 2018 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

[email protected] 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 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



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



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



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)


100%

UCB SOLUTIONS, LLC Miami, Florida

{LEI: N/A) Inactive OREOSole Member


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.


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



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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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




(1), (2) (3)(a)(b)(c ) and (4)(a)(b)(c )

(4)( c)







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

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